Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 7:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cabaletta Bio, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
12674W109
(CUSIP
Number)
Kamran Moghtaderi, Eversept Partners, L.P., 444 Madison Avenue, 22nd Floor, New York, NY 10022, 212-271-4211
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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 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 (however, see the Notes).
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CUSIP No. 12674W109 |
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13G |
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Page 2 of 10 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eversept Partners, L.P.
47-5115829 |
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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3. |
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SEC USE
ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
282,874 |
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6. |
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SHARED
VOTING POWER
0 |
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7. |
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SOLE
DISPOSITIVE POWER
282,874 |
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8. |
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SHARED
DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,874 |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% |
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12. |
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TYPE OF
REPORTING PERSON (see instructions)
IA |
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CUSIP No. 12674W109 |
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13G |
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Page 3 of 10 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eversept GP, LLC
27-4616328 |
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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3. |
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SEC USE
ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
276,019 |
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6. |
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SHARED
VOTING POWER
0 |
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7. |
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SOLE
DISPOSITIVE POWER
276,019 |
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8. |
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SHARED
DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,019 |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% |
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12. |
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TYPE OF
REPORTING PERSON (see instructions)
OO |
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CUSIP No. 12674W109 |
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13G |
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Page 4 of 10 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eversept Global Healthcare Fund, L.P.
27-4616673 |
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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3. |
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SEC USE
ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
276,019 |
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6. |
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SHARED
VOTING POWER
0 |
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7. |
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SOLE
DISPOSITIVE POWER
276,019 |
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8. |
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SHARED
DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,019 |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% |
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12. |
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TYPE OF
REPORTING PERSON (see instructions)
PN |
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CUSIP No. 12674W109 |
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13G |
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Page 5 of 10 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eversept 1 LLC
81-4423039 |
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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3. |
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SEC USE
ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
282,874 |
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6. |
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SHARED
VOTING POWER
0 |
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7. |
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SOLE
DISPOSITIVE POWER
282,874 |
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8. |
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SHARED
DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,874 |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% |
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12. |
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TYPE OF
REPORTING PERSON (see instructions)
HC |
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CUSIP No. 12674W109 |
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13G |
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Page 6 of 10 Pages |
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1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kamran Moghtaderi |
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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3. |
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SEC USE
ONLY
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4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
282,874 |
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6. |
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SHARED
VOTING POWER
0 |
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7. |
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SOLE
DISPOSITIVE POWER
282,874 |
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8. |
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SHARED
DISPOSITIVE POWER
0 |
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9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,874 |
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10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% |
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12. |
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TYPE OF
REPORTING PERSON (see instructions)
IN, HC |
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*See Item 4 of the Schedule 13G
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CUSIP No. 12674W109 |
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13G |
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Page 7 of 10 Pages |
Item 1.
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(a) |
Name of Issuer Cabaletta Bio, Inc. |
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(b) |
Address of Issuer’s Principal Executive
Offices
2929 Arch Street, Suite 600, Philadelphia, PA 19104 |
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Item 2.
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(a) |
Name
of Person Filing
This statement is jointly filed by and on behalf of Eversept Partners,
L.P., a Delaware limited partnership (the “Investment Manager”), Eversept GP, LLC, a Delaware limited liability
company (the “Fund GP”), Eversept Global Healthcare Fund, L.P., a Delaware limited partnership (the “Fund”),
Eversept 1 LLC, a Delaware limited liability company (the “IM GP”) and Kamran Moghtaderi (collectively referred
herein as “Reporting Persons”). The Fund GP is the general partner of the Fund, and may be deemed to indirectly
beneficially own securities owned by the Fund. The Investment Manager is the investment manager of advisory clients, and may be deemed
to indirectly beneficially own securities owned by its advisory clients (including the Fund). The IM GP is the general partner of the
Investment Manager and may be deemed to indirectly beneficially own securities owned by the Investment Manager. Mr. Moghtaderi is
the sole manager of, and may be deemed to beneficially own securities beneficially owned by, the Fund GP or the IM GP. Eversept’s
advisory clients (including the Fund) are the record and direct beneficial owners of the securities covered by this statement.
Each Reporting Person declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be
deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of
the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as
an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has
agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for
the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any
securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. |
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(b) |
Address of the Principal Office or, if
none, residence
The address of the principal business office of each of the Reporting Persons is c/o Eversept Partners, L.P., 444 Madison
Avenue, 22nd Floor, New York, NY 10022. |
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(c) |
Citizenship
See Item 4 on the cover page hereto. |
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(d) |
Title of Class of Securities
Common Stock, par value $0.00001 per share |
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(e) |
CUSIP Number
12674W109 |
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CUSIP No. 12674W109 |
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13G |
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Page 8 of 10 Pages |
Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
o |
Broker or
dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
o |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
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) |
o |
Group, in
accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
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) |
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Amount beneficially owned: 282,874 |
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(b) |
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Percent of class: 1.0% |
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(c) |
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Number of shares as to which
the person has: |
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(i) |
Sole power to vote or to direct the vote 282,874 |
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(ii) |
Shared power to vote or to direct the vote 0 |
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(iii) |
Sole power to dispose or to direct the
disposition of 282,874 |
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(iv) |
Shared power to dispose or to direct the
disposition of 0 |
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Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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.
Instruction.
Dissolution of a group requires a response to this item.
Item 6. Ownership
of More than Five Percent on Behalf of Another Person.
Not applicable.
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CUSIP No. 12674W109 |
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13G |
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Page 9 of 10 Pages |
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification
and Classification of Members of the Group.
Not
applicable.
Item 9. Notice
of Dissolution of Group.
Not applicable.
Item
10. Certification.
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.
Exhibits
Exhibit A - Joint Filing Agreement
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CUSIP No. 12674W109 |
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13G |
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Page 10 of 10 Pages |
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.
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02/14/2023 |
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Date |
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EVERSEPT
PARTNERS, L.P. |
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By: |
/s/
Kamran Moghtaderi |
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Managing
Principal |
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EVERSEPT
GP, LLC |
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By: |
/s/
Kamran Moghtaderi |
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Managing
Member |
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EVERSEPT
GLOBAL HEALTHCARE FUND, LP |
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By: |
Eversept
GP, LLC |
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Its: |
General
Partner |
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By: |
/s/
Kamran Moghtaderi |
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Managing
Member |
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EVERSEPT
1 LLC
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By: |
/s/
Kamran Moghtaderi |
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Managing
Member |
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KAMRAN
MOGHTADERI |
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/s/
Kamran Moghtaderi |
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