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

Reporting relationship: 10%+ Owner
Issuer ticker: CRGX
Reported as of: 14 Nov 2023
Net transaction value: +$19,999,995
SEC form: 4
Accepted by SEC: 14 Nov 2023, 19:08:54 UTC
Prior SEC filing: 09 Nov 2023
Next SEC filing: 06 Jun 2024
Source filing: View source filing
Reporting 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.

Key filing fact

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

Key facts

This page summarizes Third Rock Ventures V, L.P.'s Form 4 filing for CARGO Therapeutics, Inc. (CRGX).
5 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 14 Nov 2023, 19:08.

Change

Previous filing in this sequence was filed on 09 Nov 2023.
Current net transaction value: +$19,999,995.

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: +1,737,216
Change %
Price
Shares after: 1,737,216
Date: 14 Nov 2023
Ownership: Direct
Footnotes: F1, F2, F3, F4, F8

CRGX transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +473,786
Change %
Price
Shares after: 473,786
Date: 14 Nov 2023
Ownership: See Footnotes
Footnotes: F2, F5, F6, F7, F8

CRGX transaction

Common Stock

Purchase

Transaction value: $19,999,995
Shares: +1,333,333
Change %: +281%
Price: $15.00^*
Shares after: 1,807,119
Date: 14 Nov 2023
Ownership: See Footnotes
Footnotes: F6, F7, F8

Reported derivative securities

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

CRGX transaction Derivative

Series A-1 Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -23,571,429
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 14 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,737,216
Exercise price
Footnotes: F2, F3, F4, F8

CRGX transaction Derivative

Series A-1 Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -6,428,571
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 14 Nov 2023
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 473,786
Exercise price
Footnotes: F2, F6, F7, F8

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Third Rock Ventures V, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote 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.

Footnote 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.

Footnote F3

These shares are directly held by TRV V.

Footnote 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.

Footnote 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.

Footnote F6

These shares are directly held by TRV VI.

Footnote 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.

Footnote 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.