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

Reporting relationship: Former 10% Owner
Issuer ticker: CRGX
Reported as of: 14 Nov 2023
Net transaction value: +$9,999,990
SEC form: 4
Accepted by SEC: 14 Nov 2023, 16:32:43 UTC
Prior SEC filing: 09 Nov 2023
Next SEC filing: 19 Dec 2023
Source filing: View source filing
Reporting owner signature: /s/ Joseph Edelman, for Perceptive Advisors LLC, By: Joseph Edelman, its managing member

Key filing fact

PERCEPTIVE ADVISORS LLC filed Form 4 for CARGO Therapeutics, Inc. (CRGX) on 14 Nov 2023.

Key facts

This page summarizes PERCEPTIVE ADVISORS LLC's Form 4 filing for CARGO Therapeutics, Inc. (CRGX).
4 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 14 Nov 2023, 16:32.

Change

Previous filing in this sequence was filed on 09 Nov 2023.
Current net transaction value: +$9,999,990.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CRGX transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +2,579,502
Change %
Price
Shares after: 2,579,502
Date: 14 Nov 2023
Ownership: See Footnotes
Footnotes: F1, F2, F4

CRGX transaction

Common Stock

Purchase

Transaction value: $4,999,995
Shares: +333,333
Change %: +13%
Price: $15.00^*
Shares after: 2,912,835
Date: 14 Nov 2023
Ownership: See Footnotes
Footnotes: F2, F4

CRGX transaction

Common Stock

Purchase

Transaction value: $4,999,995
Shares: +333,333
Change %
Price: $15.00^*
Shares after: 333,333
Date: 14 Nov 2023
Ownership: See Footnotes
Footnotes: F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CRGX transaction Derivative

Series A-1 Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -2,579,502
Change %: -100%
Price
Shares after: 0
Date: 14 Nov 2023
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 2,579,502
Exercise price
Footnotes: F1, F2, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

PERCEPTIVE ADVISORS LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.