Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 06:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Invitae Corporation |
(Name of Issuer) |
Common Stock, $0.0001 par value per
share |
(Title of Class of
Securities) |
December 31, 2022 |
(Date of Event Which Requires Filing
of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[_]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[_]
Rule 13d-1(d)
__________
*The
remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1. |
NAME OF REPORTING PERSONS |
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Casdin Capital, LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
SOLE VOTING POWER |
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0 |
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6. |
SHARED VOTING POWER |
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9,038,388 |
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7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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|
9,038,388 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
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9,038,388 |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[_] |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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3.72% |
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12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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1. |
NAME OF REPORTING PERSONS |
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Casdin Partners Master Fund, L.P. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
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5. |
SOLE VOTING POWER |
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0 |
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6. |
SHARED VOTING POWER |
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8,270,933 |
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7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
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|
8,270,933 |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
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|
8,270,933 |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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[_] |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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3.41% |
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12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1. |
NAME OF REPORTING PERSONS |
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Casdin Partners GP, LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
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(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
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6. |
SHARED VOTING POWER |
|
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|
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|
8,899,936 |
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7. |
SOLE DISPOSITIVE POWER |
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0 |
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8. |
SHARED DISPOSITIVE POWER |
|
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|
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|
8,899,936 |
|
|
|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
8,899,936 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
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|
[_] |
|
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
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3.66% |
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12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1. |
NAME OF REPORTING PERSONS |
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Eli Casdin |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
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(b) [_] |
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3. |
SEC USE ONLY |
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
9,038,388 |
|
|
|
|
7. |
SOLE DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE POWER |
|
|
|
|
|
9,038,388 |
|
|
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
|
|
|
|
9,038,388 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) |
|
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|
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|
3.72% |
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12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
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Item 1. |
(a). |
Name of Issuer: |
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Invitae Corporation |
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(b). |
Address of Issuer's Principal
Executive Offices: |
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1400
16th Street, San Francisco
California 94103
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Item 2. |
(a). |
Name of Person Filing: |
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Casdin Capital, LLC
Casdin Partners Master Fund, L.P.
Casdin Partners GP, LLC
Eli
Casdin
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(b). |
Address of Principal Business Office,
or if None, Residence: |
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Casdin Capital, LLC
1350
Avenue of the Americas, Suite 2600
New
York, New York 10019
Casdin Partners Master Fund, L.P.
1350
Avenue of the Americas, Suite 2600
New
York, New York 10019
Casdin Partners GP, LLC
1350
Avenue of the Americas, Suite 2600
New
York, New York 10019
Eli
Casdin
1350
Avenue of the Americas, Suite 2600
New
York, New York 10019
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(c). |
Citizenship: |
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Casdin Capital, LLC - Delaware
Casdin Partners Master Fund, L.P. – Cayman Islands
Casdin Partners GP, LLC - Delaware
Eli
Casdin– United States of America
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(d). |
Title of Class of
Securities: |
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Common Stock, $0.0001 par value per
share |
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(e). |
CUSIP Number: |
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46185L103 |
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Item 3. |
If This Statement is filed pursuant
to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the
person filing is a |
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(a) |
[_] |
Broker or dealer registered under
Section 15 of the Exchange Act (15 U.S.C. 78c). |
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(b) |
[_] |
Bank as defined in Section 3(a)(6) of the
Exchange Act (15 U.S.C. 78c). |
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(c) |
[_] |
Insurance company as defined in Section 3(a)(19)
of the Exchange Act (15 U.S.C. 78c). |
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(d) |
[_] |
Investment company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
[_] |
An investment adviser in accordance with
§
240.13d-1(b)(1)(ii)(E); |
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(f) |
[_] |
An employee benefit plan or endowment fund in
accordance with §
240.13d-1(b)(1)(ii)(F); |
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(g) |
[_] |
A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
[_] |
A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.1813); |
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(i) |
[_] |
A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
[_] |
Group, in accordance with
s.240.13d-1(b)(1)(ii)(J). |
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Provide the following information
regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially
owned: |
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|
9,038,388 shares deemed beneficially owned by Casdin Capital,
LLC
8,270,933 shares deemed beneficially owned by Casdin Partners
Master Fund, L.P.
8,899,936 shares deemed beneficially owned by Casdin Partners GP,
LLC
9,038,388 shares deemed beneficially owned by Eli Casdin
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(b) |
Percent of class: |
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3.72% deemed beneficially owned by Casdin Capital, LLC
3.41% deemed beneficially owned by Casdin Partners Master Fund,
L.P.
3.66% deemed beneficially owned by Casdin Partners GP, LLC
3.72% deemed beneficially owned by Eli Casdin
|
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(c) |
Number of shares as to which Casdin
Capital, LLC has: |
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the
vote |
9,038,388 |
, |
|
|
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(iii) |
Sole power to dispose or to direct the
disposition of |
0 |
, |
|
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|
|
|
(iv) |
Shared power to dispose or to direct the
disposition of |
9,038,388 |
. |
|
Number of shares as to which Casdin
Partners Master Fund, L.P. has: |
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the
vote |
8,270,933 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the
disposition of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the
disposition of |
8,270,933 |
. |
|
Number of shares as to which Casdin
Partners GP, LLC has: |
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the
vote |
8,899,936 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the
disposition of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the
disposition of |
8,899,936 |
. |
|
Number of shares as to which Eli
Casdin has: |
|
(i) |
Sole power to vote or to direct the
vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the
vote |
9,038,388 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the
disposition of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the
disposition of |
9,038,388 |
. |
Item 5. |
Ownership of Five Percent or Less of
a Class. |
|
If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
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Item 6. |
Ownership of More Than Five Percent
on Behalf of Another Person. |
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If
any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
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N/A |
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Item 7. |
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company. |
|
If a
parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary.
|
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N/A |
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Item 8. |
Identification and Classification of
Members of the Group. |
|
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If
a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each
member of the group.
|
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N/A |
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Item 9. |
Notice of Dissolution of
Group. |
|
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
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N/A |
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By signing below I certify that, to
the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect, other than activities
solely in connection with a nomination under §
240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
|
Casdin Capital, LLC*
By:
/s/ Eli Casdin
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(Signature) |
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Eli Casdin, Managing
Member |
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(Name/Title)
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Casdin Partners Master Fund, L.P.*
By:
Casdin Partners GP, LLC, its general partner
By:
/s/ Eli Casdin
|
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(Signature) |
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|
Eli Casdin, Managing
Member |
|
(Name/Title) |
|
Casdin Partners GP, LLC*
By:
/s/ Eli Casdin
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(Signature) |
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Eli Casdin, Managing
Member |
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(Name/Title) |
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/s/ Eli Casdin* |
|
Eli Casdin |
* The
Reporting Persons disclaim beneficial ownership in the Shares
reported herein except to the extent of their pecuniary interest
therein.
The
original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G amendment dated
February 14, 2023 relating to the Common Stock, $0.0001 par value
per share of Invitae Corporation, shall be filed on behalf of the
undersigned.
|
Casdin Capital, LLC
By:
/s/ Eli Casdin
|
|
(Signature) |
|
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|
Eli Casdin, Managing
Member |
|
(Name/Title)
|
|
Casdin Partners Master Fund, L.P.
By:
Casdin Partners GP, LLC, its general partner
By:
/s/ Eli Casdin
|
|
(Signature) |
|
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|
Eli Casdin, Managing
Member |
|
(Name/Title) |
|
Casdin Partners GP, LLC
By:
/s/ Eli Casdin
|
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(Signature) |
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|
Eli Casdin, Managing
Member |
|
(Name/Title) |
|
|
|
|
|
/s/ Eli Casdin |
|
Eli Casdin |
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