* 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 disclosures provided in a prior cover page.
The information required on 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.
CUSIP No. 12674W109 |
13D |
Page 2 of 11 |
1. |
Name of Reporting Persons
5AM Ventures V, L.P. |
2. |
Check the Appropriate
Box if a Member of a Group (see instructions) |
|
|
(a) |
¨ |
|
(b) |
x(1) |
3. |
SEC
USE ONLY
|
4. |
Source of Funds (see instructions)
WC |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
825,258 shares of Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
825,258 shares of Common Stock (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
825,258 shares of Common Stock (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
13. |
Percent of Class Represented by Amount in Row 11
3.3% of Common Stock; 2.8% of Combined Common Stock (3) |
14. |
Type of Reporting Person (see instructions)
PN |
| (1) | This Schedule 13D is filed by 5AM Partners
V, LLC (“5AM Partners V”), 5AM Ventures V, L.P. (“5AM V”), 5AM Opportunities
I, L.P. (“5AM Opportunities”), 5AM Opportunities I (GP), LLC (“5AM Opportunities
GP”), Andrew J. Schwab (“Schwab”), Dr. Kush Parmar (“Dr. Parmar”)
and Dr. Scott M. Rocklage (“Dr. Rocklage” and, with 5AM Partners V,
5AM V, 5AM Opportunities, 5AM Opportunities GP, Schwab, Dr. Parmar and Dr. Rocklage,
collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13D. |
| (2) | These shares are held by 5AM V. Schwab, Dr. Parmar
and Dr. Rocklage, as managing members of 5AM Partners V, share voting and investment
authority over the shares held by 5AM V. |
| (3) | Based on 25,064,629 shares of voting common
stock (“Common Stock”) and 3,912,500 shares of non-voting common stock (“Non-Voting
Common Stock” and, together with the Common Stock, the “Combined Common Stock”)
outstanding as of March 31, 2022 as set forth in the Issuer’s Quarterly Report
on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 12,
2022. |
CUSIP No. 12674W109 |
13D |
Page 3 of 11 |
1. |
Name of Reporting Persons
5AM Partners V, LLC |
2. |
Check the Appropriate Box if a Member of a Group (see instructions) |
|
|
(a) |
¨ |
|
(b) |
x(1) |
3. |
SEC
USE ONLY
|
4. |
Source of Funds (see instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
825,258 shares of Common Stock (2) |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
825,258 shares of Common Stock (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
825,258 shares of Common Stock (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
13. |
Percent of Class Represented by Amount in Row 11
3.3% of Common Stock; 2.8% of Combined Common Stock (3) |
14. |
Type of Reporting Person (see instructions)
OO |
| (1) | This Schedule 13D is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13D. |
| (2) | These shares are held by 5AM V. Schwab, Dr. Parmar
and Dr. Rocklage, as managing members of 5AM Partners V, share voting and investment
authority over the shares held by 5AM V. |
| (3) | Based on 25,064,629 shares of Common Stock
and 3,912,500 shares of Non-Voting Common Stock outstanding as of as of March 31, 2022
as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
CUSIP No. 12674W109 |
13D |
Page 4 of 11 |
1. |
Name
of Reporting Persons
5AM Opportunities
I, L.P. |
2. |
Check the Appropriate
Box if a Member of a Group (see instructions) |
|
|
(a) |
¨ |
|
(b) |
x(1) |
3. |
SEC
USE ONLY
|
4. |
Source of Funds
(see instructions)
WC |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨ |
6. |
Citizenship
or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
205,060 shares of Common Stock (2) |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
205,060 shares of Common Stock (2) |
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
205,060 shares
of Common Stock (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
13. |
Percent of Class
Represented by Amount in Row 11
0.8% of Common
Stock; 0.7% of Combined Common Stock (3) |
14. |
Type of Reporting
Person (see instructions)
PN |
| (1) | This Schedule 13D is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13D. |
| (2) | These shares are held by 5AM Opportunities.
Schwab and Dr. Parmar, as managing members of 5AM Opportunities GP, share voting and
investment authority over the shares held by 5AM Opportunities. |
| (3) | Based on 25,064,629 shares of Common Stock
and 3,912,500 shares of Non-Voting Common Stock outstanding as of as of March 31, 2022
as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
CUSIP No. 12674W109 |
13D |
Page 5 of 11 |
1. |
Name
of Reporting Persons
5AM Opportunities
I (GP), LLC |
2. |
Check the Appropriate
Box if a Member of a Group (see instructions) |
|
|
(a) |
¨ |
|
(b) |
x(1) |
3. |
SEC
USE ONLY
|
4. |
Source of Funds
(see instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨ |
6. |
Citizenship
or Place of Organization Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
205,060 shares of Common Stock (2) |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
205,060 shares of Common Stock (2) |
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
205,060 shares
of Common Stock (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
13. |
Percent of Class
Represented by Amount in Row 11
0.8% of Common
Stock; 0.7% of Combined Common Stock (3) |
14. |
Type of Reporting
Person (see instructions)
OO |
| (1) | This Schedule 13D is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13D. |
| (2) | These shares are held by 5AM Opportunities.
Schwab and Dr. Parmar, as managing members of 5AM Opportunities GP, share voting and
investment authority over the shares held by 5AM Opportunities. |
| (3) | Based on 25,064,629 shares of Common Stock
and 3,912,500 shares of Non-Voting Common Stock outstanding as of as of March 31, 2022
as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
CUSIP No. 12674W109 |
13D |
Page 6 of 11 |
1. |
Name
of Reporting Persons
Dr. Kush Parmar |
2. |
Check the Appropriate
Box if a Member of a Group (see instructions) |
|
|
(a) |
¨ |
|
(b) |
x(1) |
3. |
SEC
USE ONLY
|
4. |
Source of Funds
(see instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨ |
6. |
Citizenship
or Place of Organization United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
1,030,318 shares of Common Stock (2) |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
1,030,318 shares of Common Stock (2) |
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,030,318
shares of Common Stock (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
13. |
Percent of Class
Represented by Amount in Row 11
4.1% of Common
Stock; 3.6% of Combined Common Stock (3) |
14. |
Type of Reporting
Person (see instructions)
IN |
| (1) | This Schedule 13D is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13D. |
| (2) | Includes (i) 825,258 shares held by
5AM V; and (ii) 205,060 shares held by 5AM Opportunities. Dr. Rocklage, Schwab
and Dr. Parmar, as managing members of 5AM Partners V, share voting and investment authority
over the shares held by 5AM V. Schwab and Dr. Parmar, as managing members of 5AM Opportunities
GP, share voting and investment authority over the shares held by 5AM Opportunities. |
| (3) | Based on 25,064,629 shares of Common Stock
and 3,912,500 shares of Non-Voting Common Stock outstanding as of as of March 31, 2022
as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
CUSIP No. 12674W109 |
13D |
Page 7 of 11 |
1. |
Name
of Reporting Persons
Andrew J. Schwab |
2. |
Check the Appropriate
Box if a Member of a Group (see instructions) |
|
|
(a) |
¨ |
|
(b) |
x(1) |
3. |
SEC
USE ONLY
|
4. |
Source
of Funds (see instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨ |
6. |
Citizenship
or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
1,030,318 shares of Common Stock (2) |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
1,030,318 shares of Common Stock (2) |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,030,318 shares of Common Stock (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
13. |
Percent
of Class Represented by Amount in Row 11
4.1% of Common
Stock; 3.6% of Combined Common Stock (3) |
14. |
Type
of Reporting Person (see instructions)
IN |
| (1) | This Schedule 13D is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13D. |
| (2) | Includes (i) 825,258 shares held by
5AM V; and (ii) 205,060 shares held by 5AM Opportunities. Schwab, Dr. Rocklage
and Dr. Parmar, as managing members of 5AM Partners V, share voting and investment authority
over the shares held by 5AM V. Schwab and Dr. Parmar, as managing members of 5AM Opportunities
GP, share voting and investment authority over the shares held by 5AM Opportunities. |
| (3) | Based on 25,064,629 shares of Common Stock
and 3,912,500 shares of Non-Voting Common Stock outstanding as of as of March 31, 2022
as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
CUSIP No. 12674W109 |
13D |
Page 8 of 11 |
1. |
Name
of Reporting Persons
Dr. Scott M. Rocklage |
2. |
Check the Appropriate
Box if a Member of a Group (see instructions) |
|
|
(a) |
¨ |
|
(b) |
x(1) |
3. |
SEC
USE ONLY
|
4. |
Source
of Funds (see instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
|
¨ |
6. |
Citizenship
or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
825,258 shares of Common Stock (2) |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
825,258 shares of Common Stock (2) |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
825,258 shares of Common Stock (2) |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
|
¨ |
13. |
Percent
of Class Represented by Amount in Row 11
3.3% of Common Stock; 2.8% of Combined Common
Stock (3) |
14. |
Type
of Reporting Person (see instructions)
IN |
| (1) | This Schedule 13D is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13D. |
| (2) | The shares held by 5AM V. Dr. Parmar,
Schwab and Dr. Rocklage, as managing members of 5AM Partners V, share voting and investment
authority over the shares held by 5AM V. |
| (3) | Based on 25,064,629 shares of Common Stock
and 3,912,500 shares of Non-Voting Common Stock outstanding as of as of March 31, 2022
as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022, filed with the SEC on May 12, 2022. |
CUSIP No. 12674W109 |
13D |
Page 9 of 11 |
Explanatory
Note: This Amendment No. 5 (the “Amendment”), which further amends the Schedule 13D filed with the Securities
and Exchange Commission (the “SEC”) on November 12, 2019 and amended on December 14, 2020, January 12,
2021, September 9, 2021 and November 3, 2021 (as amended, the “Original Schedule 13D”) is being filed on behalf
of 5AM Partners V, LLC (“5AM Partners V”), 5AM Ventures V, L.P. (“5AM V”), 5AM Opportunities I, L.P. (“5AM
Opportunities”), 5AM Opportunities I (GP), LLC (“5AM Opportunities GP”), Andrew J. Schwab (“Schwab”), Dr. Kush
Parmar (“Dr. Parmar”) and Dr. Scott M. Rocklage (“Dr. Rocklage” and, with 5AM Partners V, 5AM
V, 5AM Opportunities, 5AM Opportunities GP, Schwab, Dr. Parmar and Dr. Rocklage, collectively, the “Reporting Persons”)
in respect of the Voting Common Stock, $0.0001 par value per share (“Common Stock”), of Cabaletta Bio, Inc., a Delaware
corporation (the “Issuer”). This Amendment is being filed by the Reporting Persons to report open market sales of Common
Stock between July 22, 2022 and August 2, 2022. Accordingly, the number of securities beneficially owned by the Reporting
Persons has decreased as described in Items 4 and 5 below.
Items 4 and 5 of the Original Schedule 13D are
hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original
Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings
ascribed thereto in the Original Schedule 13D.
| Item
4. | Purpose
of Transaction |
Item 4 of the Original
Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 4:
On July 20, 2022, 5AM Ventures V, L.P. sold 38,725
shares of Common Stock and 5AM Opportunities I, L.P. sold 5,475 shares of Common Stock, each in open market transactions for $1.52 per
share.
On July 21, 2022, 5AM Ventures V, L.P. sold 83,010
shares of Common Stock and 5AM Opportunities I, L.P. sold 11,737 shares of Common Stock, each in open market transactions for $1.51 per
share.
On July 22, 2022, 5AM Ventures V, L.P. sold
57,605 shares of Common Stock and 5AM Opportunities I, L.P. sold 8,145 shares of Common Stock, each in open market transactions for $1.39
per share.
On July 25, 2022, 5AM Ventures V, L.P. sold
39,690 shares of Common Stock and 5AM Opportunities I, L.P. sold 5,613 shares of Common Stock, each in open market transactions for $1.34
per share.
On July 27, 2022, 5AM Ventures V, L.P. sold 61,328
shares of Common Stock and 5AM Opportunities I, L.P. sold 8,672 shares of Common Stock, each in open market transactions for $1.26 per
share.
On July 28, 2022, 5AM Ventures V, L.P. sold
144,673 shares of Common Stock and 5AM Opportunities I, L.P. sold 20,456 shares of Common Stock, each in open market transactions for
$1.21 per share.
On July 29, 2022, 5AM Ventures V, L.P. sold
30,552 shares of Common Stock and 5AM Opportunities I, L.P. sold 4,319 shares of Common Stock, each in open market transactions for $1.12
per share.
On August 1, 2022, 5AM Ventures V, L.P.
sold 70,090 shares of Common Stock and 5AM Opportunities I, L.P. sold 9,910 shares of Common Stock, each in open market transactions
for $1.17 per share.
On August 2, 2022, 5AM Ventures V, L.P.
sold 380,188 shares of Common Stock and 5AM Opportunities I, L.P. sold 53,757 shares of Common Stock, each in open market transactions
for $1.22 per share.
CUSIP No. 12674W109 |
13D |
Page 10 of 11 |
| Item
5. | Interest
in Securities of the Issuer |
Item 5 of the Original
Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b). The following information
with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of
August 3, 2022:
Reporting Persons | |
Shares
Held
Directly | | |
Sole
Voting
Power | | |
Shared
Voting
Power(1) | | |
Sole
Dispositive
Power | | |
Shared
Dispositive
Power (1) | | |
Beneficial
Ownership | | |
Percentage
of Class (3) | | |
Percentage
of
Combined
Common
Stock (4) | |
5AM V | |
| 825,258 | | |
| 0 | | |
| 825,258 | | |
| 0 | | |
| 825,258 | | |
| 825,258 | | |
| 3.3 | % | |
| 2.8 | % |
5AM Partners V (1) | |
| 0 | | |
| 0 | | |
| 825,258 | | |
| 0 | | |
| 825,258 | | |
| 825,258 | | |
| 3.3 | % | |
| 2.8 | % |
5AM Opportunities | |
| 205,060 | | |
| 0 | | |
| 205,060 | | |
| 0 | | |
| 205,060 | | |
| 205,060 | | |
| 0.8 | % | |
| 0.7 | % |
5AM Opportunities GP (2) | |
| 0 | | |
| 0 | | |
| 205,060 | | |
| 0 | | |
| 205,060 | | |
| 205,060 | | |
| 0.8 | % | |
| 0.7 | % |
Dr. Parmar (1)(2) | |
| 0 | | |
| 0 | | |
| 1,030,318 | | |
| 0 | | |
| 1,030,318 | | |
| 1,030,318 | | |
| 4.1 | % | |
| 3.6 | % |
Schwab (1) (2) | |
| 0 | | |
| 0 | | |
| 1,030,318 | | |
| 0 | | |
| 1,030,318 | | |
| 1,030,318 | | |
| 4.1 | % | |
| 3.6 | % |
Dr. Rocklage (1) | |
| 0 | | |
| 0 | | |
| 825,258 | | |
| 0 | | |
| 825,258 | | |
| 825,258 | | |
| 3.3 | % | |
| 2.8 | % |
| (1) | Includes 825,258 shares of Common Stock
held by 5AM V. Dr. Parmar, Schwab and Dr. Rocklage, as managing members of 5AM Partners V,
share voting and investment authority over the shares held by 5AM V. |
| (2) | Includes 205,060 shares of Common Stock
held by 5AM Opportunities. Schwab and Dr. Parmar, as managing members of 5AM Opportunities
GP, share voting and investment authority over the shares held by 5AM Opportunities. |
| (3) | Based on 25,064,629 shares of voting
Common Stock outstanding as of March 31, 2022 as set forth in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on
May 12, 2022. |
| (4) | Based on 25,064,629 shares of voting
Common Stock and 3,912,500 shares of non-voting common stock (“Non-Voting Common Stock”
and, together with the Common Stock, the “Combined Common Stock”) outstanding
as of March 31, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2022, filed with the SEC on May 12, 2022. |
| (c) | Except as set forth herein, none of the Reporting Persons has effected
any transactions in shares of the Issuer’s Common Stock in the last sixty days. |
| (d) | No other person is known to have the right
to receive or the power to direct the receipt of dividends from, or any proceeds from the
sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than
five percent of the Common Stock on August 2, 2022. |
CUSIP No. 12674W109 |
13D |
Page 11 of 11 |
SIGNATURES
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.
Date: August 3, 2022
5AM VENTURES V, L.P. |
|
|
|
By: |
5AM Partners V, LLC, |
|
|
its General Partner |
|
|
|
By: |
/s/ Dr. Scott M. Rocklage |
|
|
Dr. Scott M. Rocklage |
|
|
Managing Member |
|
|
|
|
|
5AM PARTNERS V, LLC |
|
|
|
|
|
By: |
/s/ Dr. Scott M. Rocklage |
|
|
Dr. Scott M. Rocklage |
|
|
Managing Member |
|
|
|
|
|
5AM OPPORTUNITIES I, L.P. |
|
|
|
By: |
5AM Opportunities I (GP), LLC, |
|
|
its General Partner |
|
|
|
|
|
By: |
/s/ Dr. Kush Parmar |
|
|
Dr. Kush Parmar |
|
|
Managing Member |
|
|
|
|
|
5AM Opportunities I (GP), LLC |
|
|
|
|
|
By: |
/s/ Dr. Kush Parmar |
|
|
Dr. Kush Parmar |
|
|
Managing Member |
|
|
|
|
|
/s/ Dr. Kush Parmar |
|
Dr. Kush Parmar |
|
|
|
/s/ Dr. Scott M. Rocklage |
|
Dr. Scott Rocklage |
|
|
|
/s/ Andrew J. Schwab |
|
Andrew J. Schwab |
|