Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 07:22AM
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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