Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 08:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §
240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2
(Amendment No. 2)*
|
CABALETTA
BIO, INC. |
| (Name
of Issuer) |
| |
|
Common
Stock, par value $0.00001 per share (the “Shares”) |
| (Title
of Class of Securities) |
| |
|
12674W109 |
| (CUSIP
Number) |
| |
|
December
31, 2022 |
| (Date
of Event Which Requires Filing of the 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 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).
|
CUSIP No. 12674W109 |
13G |
Page
2 of 13 Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel Advisors LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
73,178
Shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%1
|
|
12. |
TYPE OF REPORTING PERSON
IA; OO; HC
|
| |
|
|
|
_________________________
| 1 |
The
percentages reported in this Schedule 13G are based upon 29,140,810
Shares outstanding as of December 12, 2022 (according to the
issuer’s Prospectus as filed with the Securities and Exchange
Commission on December 8, 2022, and Form 8-K as filed with the
Securities and Exchange Commission on December 12,
2022). |
|
CUSIP No. 12674W109 |
13G |
Page
3 of 13 Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel Advisors Holdings LP
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
73,178
Shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
|
12. |
TYPE OF REPORTING PERSON
PN; HC
|
| |
|
|
|
|
CUSIP No. 12674W109 |
13G |
Page
4 of 13 Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel GP LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
73,178
Shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
|
12. |
TYPE OF REPORTING PERSON
OO; HC
|
| |
|
|
|
|
CUSIP No. 12674W109 |
13G |
Page
5 of 13 Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel Securities LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
24,224
Shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12. |
TYPE OF REPORTING PERSON
BD; OO
|
| |
|
|
|
|
CUSIP No. 12674W109 |
13G |
Page
6 of 13 Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel Securities Group LP
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
24,224
Shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12. |
TYPE OF REPORTING PERSON
PN; HC
|
| |
|
|
|
|
CUSIP No. 12674W109 |
13G |
Page
7 of 13 Pages |
|
1. |
NAME OF REPORTING PERSONS
Citadel Securities GP LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
24,224
Shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|
12. |
TYPE OF REPORTING PERSON
OO; HC
|
| |
|
|
|
|
CUSIP No. 12674W109 |
13G |
Page
8 of 13 Pages |
|
1. |
NAME OF REPORTING PERSONS
Kenneth Griffin
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0
|
|
6. |
SHARED VOTING POWER
97,402
Shares
|
|
7. |
SOLE DISPOSITIVE POWER
0
|
|
8. |
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
|
12. |
TYPE OF REPORTING PERSON
IN; HC
|
| |
|
|
|
|
CUSIP No. 12674W109 |
13G |
Page
9 of 13 Pages |
| Item
1(a). |
Name
of Issuer: |
| |
|
| |
CABALETTA
BIO, INC. |
| |
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
| |
|
| |
2929
Arch Street, Suite 600, Philadelphia, PA 19104 United
States |
| |
|
| Item
2(a). |
Name
of Person Filing: |
| |
|
| |
This
Schedule 13G is being jointly filed by Citadel Advisors LLC
(“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel
GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”),
Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC
(“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel
Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the
“Reporting Persons”) with respect to the Shares of the above-named
issuer owned by Citadel Equity Fund Ltd., a Cayman Islands limited
company (“CEFL”), Citadel Quantitative Strategies Master Fund Ltd.,
a Cayman Islands company (“QSMF”), and Citadel
Securities. Such owned Shares may include other
instruments exercisable for or convertible into Shares. |
| |
|
| |
Citadel
Advisors is the portfolio manager for CEFL and QSMF. CAH is the
sole member of Citadel Advisors. CGP is the general partner of CAH.
CALC4 is the non-member manager of Citadel
Securities. CSGP is
the general partner of CALC4. Mr. Griffin is the
President and Chief Executive Officer of CGP, and owns a
controlling interest in CGP and CSGP. |
| |
|
| |
The
filing of this statement shall not be construed as an admission
that any of the Reporting Persons is the beneficial owner of any
securities covered by the statement other than the securities
actually owned by such person (if any). |
| |
|
| Item
2(b). |
Address
or Principal Business Office or, if none,
Residence: |
| |
|
| |
The
address of each of the Reporting Persons is Southeast Financial
Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida
33131. |
| |
|
| Item
2(c). |
Citizenship: |
| |
|
| |
Each
of Citadel Advisors, CGP, Citadel Securities and CSGP is organized
as a limited liability company under the laws of the State of
Delaware. Each of CALC4 and CAH is organized as a
limited partnership under the laws of the State of
Delaware. Mr. Griffin is a U.S. citizen. |
| |
|
| Item
2(d). |
Title
of Class of Securities: |
| |
|
| |
Common
Stock, par value $0.00001 per share |
| |
|
| Item
2(e). |
CUSIP
Number: |
| |
|
| |
12674W109 |
|
CUSIP No. 12674W109 |
13G |
Page
10 of 13 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: |
| |
|
| |
(a) |
¨ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o); |
| |
(b) |
¨ |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c); |
| |
(c) |
¨ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c); |
| |
(d) |
¨ |
Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8); |
| |
(e) |
¨ |
An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
| |
(f) |
¨ |
An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F); |
| |
(g) |
¨ |
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| |
(h) |
¨ |
A
savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
| |
(i) |
¨ |
A
church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3); |
| |
(j) |
¨ |
A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J); |
| |
(k) |
¨ |
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K). |
| |
|
|
|
|
| |
If
filing as a non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____________. |
| |
|
|
|
|
| Item
4. |
Ownership: |
| |
|
|
|
|
| |
A. |
Citadel
Advisors LLC, Citadel Advisors Holdings LP and Citadel GP
LLC |
| |
|
|
|
|
| |
|
(a) |
Each
of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel
GP LLC may be deemed to beneficially own 73,178 Shares. |
| |
|
|
|
|
| |
|
(b) |
The
number of Shares that each of Citadel Advisors LLC, Citadel
Advisors Holdings LP and Citadel GP LLC may be deemed to
beneficially own constitutes 0.3% of the Shares
outstanding. |
| |
|
|
|
|
| |
|
(c) |
Number
of Shares as to which such person has: |
| |
|
|
|
|
| |
|
|
(i) |
sole
power to vote or to direct the vote: 0 |
| |
|
|
|
|
| |
|
|
(ii) |
shared
power to vote or to direct the vote: 73,178 |
| |
|
|
|
|
| |
|
|
(iii) |
sole
power to dispose or to direct the disposition
of: 0 |
| |
|
|
|
|
| |
|
|
(iv) |
shared
power to dispose or to direct the disposition
of: 73,178 |
|
CUSIP No. 12674W109 |
13G |
Page
11 of 13 Pages |
| |
B. |
Citadel
Securities LLC |
| |
|
|
|
|
| |
|
(a) |
Citadel
Securities LLC may be deemed to beneficially own 24,224
Shares. |
| |
|
|
|
| |
|
(b) |
The
number of Shares that Citadel Securities LLC may be deemed to
beneficially own constitutes 0.1% of the Shares
outstanding. |
| |
|
|
|
| |
|
(c) |
Number
of shares of Shares as to which such person has: |
| |
|
|
|
| |
|
|
(i) |
sole
power to vote or to direct the vote: 0 |
| |
|
|
|
|
| |
|
|
(ii) |
shared
power to vote or to direct the vote: 24,224 |
| |
|
|
|
|
| |
|
|
(iii) |
sole
power to dispose or to direct the disposition
of: 0 |
| |
|
|
|
|
| |
|
|
(iv) |
shared
power to dispose or to direct the disposition
of: 24,224 |
| |
|
|
|
|
| |
C. |
Citadel
Securities Group LP and Citadel Securities GP LLC |
| |
|
|
|
|
| |
|
(a) |
Each
of Citadel Securities Group LP and Citadel Securities GP LLC may be
deemed to beneficially own 24,224 Shares. |
| |
|
|
|
| |
|
(b) |
The
number of Shares that each of Citadel Securities Group LP and
Citadel Securities GP LLC may be deemed to beneficially own
constitutes 0.1% of the Shares outstanding. |
| |
|
|
|
| |
|
(c) |
Number
of Shares as to which such person has: |
| |
|
|
|
| |
|
|
(i) |
sole
power to vote or to direct the vote: 0 |
| |
|
|
|
|
| |
|
|
(ii) |
shared
power to vote or to direct the vote: 24,224 |
| |
|
|
|
|
| |
|
|
(iii) |
sole
power to dispose or to direct the disposition
of: 0 |
| |
|
|
|
|
| |
|
|
(iv) |
shared
power to dispose or to direct the disposition
of: 24,224 |
| |
|
|
|
|
|
CUSIP No. 12674W109 |
13G |
Page
12 of 13 Pages |
| |
D. |
Kenneth
Griffin |
| |
|
|
|
|
| |
|
(a) |
Mr.
Griffin may be deemed to beneficially own 97,402
Shares. |
| |
|
|
|
| |
|
(b) |
The
number of Shares that Mr. Griffin may be deemed to beneficially own
constitutes 0.3% of the Shares outstanding. |
| |
|
|
|
| |
|
(c) |
Number
of Shares as to which such person has: |
| |
|
|
|
| |
|
|
(i) |
sole
power to vote or to direct the vote: 0 |
| |
|
|
|
|
| |
|
|
(ii) |
shared
power to vote or to direct the vote: 97,402 |
| |
|
|
|
|
| |
|
|
(iii) |
sole
power to dispose or to direct the disposition
of: 0 |
| |
|
|
|
|
| |
|
|
(iv) |
shared
power to dispose or to direct the disposition
of: 97,402 |
| 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 5 percent of the class of securities, check the
following. x |
| |
|
| Item
6. |
Ownership
of More Than Five Percent on Behalf of Another
Person: |
| |
|
| |
Not
Applicable |
| |
|
| 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. |
Certifications: |
| |
|
| |
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. |
|
CUSIP No. 12674W109 |
13G |
Page
13 of 13 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated February 14, 2023.
| CITADEL
SECURITIES LLC |
|
CITADEL
ADVISORS LLC |
|
| |
|
|
|
|
|
| By: |
/s/
Guy Miller |
|
By: |
/s/
Sean McHugh |
|
| |
Guy
Miller, Authorized Signatory |
|
|
Sean
McHugh, Authorized Signatory |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| CITADEL
SECURITIES GROUP LP |
|
CITADEL
ADVISORS HOLDINGS LP |
|
| |
|
|
|
|
|
| By: |
/s/
Guy Miller |
|
By: |
/s/
Sean McHugh |
|
| |
Guy
Miller, Authorized Signatory |
|
|
Sean
McHugh, Authorized Signatory |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| CITADEL
SECURITIES GP LLC |
|
CITADEL
GP LLC |
|
| |
|
|
|
|
|
| By: |
/s/
Guy Miller |
|
By: |
/s/
Sean McHugh |
|
| |
Guy
Miller, Authorized Signatory |
|
|
Sean
McHugh, Authorized Signatory |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
KENNETH
GRIFFIN |
|
| |
|
|
|
|
|
| |
|
|
By: |
/s/
Sean McHugh |
|
| |
|
|
|
Sean
McHugh, attorney-in-fact* |
|
_________________________
| * |
Sean
McHugh is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the
Securities and Exchange Commission, and hereby incorporated by
reference herein. The power of attorney was filed as an
attachment to a filing by Citadel Advisors LLC on Schedule 13G for
Gores Holdings VIII, Inc. on March 18, 2022. |
Cabaletta Bio (NASDAQ:CABA)
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Cabaletta Bio (NASDAQ:CABA)
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