Perceptive Advisors Llc - Nov 14, 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
Stock symbol
CRGX
Transactions as of
Nov 14, 2023
Transactions value $
$9,999,990
Form type
4
Date filed
11/14/2023, 04:32 PM
Previous filing
Nov 9, 2023
Next filing
Dec 19, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CRGX Common Stock Conversion of derivative security +2.58M 2.58M Nov 14, 2023 See Footnotes F1, F2, F4
transaction CRGX Common Stock Purchase $5M +333K +12.92% $15.00* 2.91M Nov 14, 2023 See Footnotes F2, F4
transaction CRGX Common Stock Purchase $5M +333K $15.00* 333K Nov 14, 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 -2.58M -100% 0 Nov 14, 2023 Common Stock 2.58M 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.