PERCEPTIVE ADVISORS LLC - 14 Nov 2023 Form 4 Insider Report for CARGO Therapeutics, Inc. (CRGX)

Role: Former 10% Owner
Signature: /s/ Joseph Edelman, for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
Issuer symbol: CRGX
Transactions as of: 14 Nov 2023
Net transactions value: +$9,999,990
Form type: 4
Filing time: 14 Nov 2023, 16:32:43 UTC
Previous filing: 09 Nov 2023
Next filing: 19 Dec 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CRGX	Common Stock	Conversion of derivative security		+2,579,502			2,579,502	14 Nov 2023	See Footnotes	F1, F2, F4
transaction	CRGX	Common Stock	Purchase	$4,999,995	+333,333	+13%	$15.00^*	2,912,835	14 Nov 2023	See Footnotes	F2, F4
transaction	CRGX	Common Stock	Purchase	$4,999,995	+333,333		$15.00^*	333,333	14 Nov 2023	See Footnotes	F3, F4

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 Convertible Preferred Stock	Conversion of derivative security		-2,579,502	-100%		0	14 Nov 2023	Common Stock	2,579,502		See Footnotes	F1, F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

PERCEPTIVE ADVISORS LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Each share of the Issuer's Series A-1 convertible preferred stock will automatically convert into shares of the Issuer's common stock immediately upon the closing of the Issuer's initial public offering. The Series A-1 convertible preferred stock has no expiration date.
F2	The securities are directly held by Perceptive Xontogeny Venture Fund II, L.P. ("PXV II"). Perceptive Venture Advisors, LLC (the "Venture Advisor") serves as the investment manager of PXV II and is controlled by Perceptive Advisors LLC (the "Advisor"), and Perceptive Xontogeny Venture II GP, LLC ("PXV GP") is the general partner of PXV II. Mr. Edelman is the managing member of PXV GP and the Advisor.
F3	The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). The Advisor serves as the investment manager of Master Fund.
F4	The Venture Advisor, the Advisor, PXV GP and Mr. Edelman disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.