Rtw Investments, Lp - Jan 12, 2024 Form 4 Insider Report for CARGO Therapeutics, Inc. (CRGX)

Role
10%+ Owner
Signature
RTW Investments, LP, By: /s/ Roderick Wong, M.D., Managing Partner
Stock symbol
CRGX
Transactions as of
Jan 12, 2024
Transactions value $
$0
Form type
4
Date filed
1/16/2024, 04:20 PM
Previous filing
Nov 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRGX Common stock, par value $0.001 per share ("Common Stock") Other -1.84M -26.25% 5.18M Jan 12, 2024 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rtw Investments, Lp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The RTW Funds (as defined below) exchanged 1,842,499 shares of Common Stock for 1,842,499 pre-funded warrants pursuant to an Exchange Agreement, dated as of January 12, 2024, by and among the Issuer and the RTW Funds. Each pre-funded warrant represents the right to acquire one share of Common Stock for an exercise price of $0.001 per share. The pre-funded warrants are subject to a 9.99% beneficial ownership limitation and do not have an expiration date.
F2 The shares of Common Stock underlying the pre-funded warrants reported on this Form 4 are subject to a lock-up agreement among the RTW Funds and J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC, dated October 30, 2023, pursuant to which the shares of common stock underlying the pre-funded warrants reported herein cannot be sold until May 11, 2024.
F3 This Form 4 is being filed by each of (i) RTW Investments, LP (the "Adviser") with respect to the securities held by certain investment funds managed by the Adviser (the "RTW Funds") and (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of the Adviser.

Remarks:

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.