Third Rock Ventures V, L.P. - Nov 14, 2023 Form 4 Insider Report for CARGO Therapeutics, Inc. (CRGX)

Role
10%+ Owner
Signature
/s/ Kevin Gillis, Chief Operating Officer of TRV GP V, LLC, general partner of Third Rock Ventures GP V, L.P., general partner of Third Rock Ventures V, L.P.
Stock symbol
CRGX
Transactions as of
Nov 14, 2023
Transactions value $
$19,999,995
Form type
4
Date filed
11/14/2023, 07:08 PM
Previous filing
Nov 9, 2023
Next filing
Jun 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRGX Common Stock Conversion of derivative security +1.74M 1.74M Nov 14, 2023 Direct F1, F2, F3, F4, F8
transaction CRGX Common Stock Conversion of derivative security +474K 474K Nov 14, 2023 See Footnotes F2, F5, F6, F7, F8
transaction CRGX Common Stock Purchase $20M +1.33M +281.42% $15.00* 1.81M Nov 14, 2023 See Footnotes F6, F7, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CRGX Series A-1 Preferred Stock Conversion of derivative security $0 -23.6M -100% $0.00* 0 Nov 14, 2023 Common Stock 1.74M Direct F2, F3, F4, F8
transaction CRGX Series A-1 Preferred Stock Conversion of derivative security $0 -6.43M -100% $0.00* 0 Nov 14, 2023 Common Stock 474K See Footnotes F2, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Third Rock Ventures V, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents the total number of shares of Common Stock received by Third Rock Ventures V, L.P. ("TRV V") upon conversion of the preferred stock of the Issuer in connection with the closing of the Issuer's initial public offering.
F2 The Series A-1 Preferred Stock converted into Common Stock on a 13.5685-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-1 Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A-1 Preferred Stock had no expiration date.
F3 These shares are directly held by TRV V.
F4 The general partner of TRV V is Third Rock Ventures GP V, L.P. ("TRV GP V"). The general partner of TRV GP V is TRV GP V, LLC ("TRV GP V LLC"). Each of TRV GP V and TRV GP V LLC disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
F5 Represents the total number of shares of Common Stock received by Third Rock Ventures VI, L.P. ("TRV VI") upon conversion of the preferred stock of the Issuer in connection with the closing of the Issuer's initial public offering.
F6 These shares are directly held by TRV VI.
F7 The general partner of TRV VI is Third Rock Ventures GP VI, L.P. ("TRV GP VI"). The general partner of TRV GP VI is TRV GP VI, LLC ("TRV GP VI LLC"). Each of TRV GP VI and TRV GP VI LLC disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
F8 Each of Reporting Persons disclaims the existence of a Section 13(d) "group" as between the TRV V related parties and the TRV VI related parties and this report shall not be deemed an admission that any of such parties is or may be part of such a group with any of the other parties.