Statement of Ownership (sc 13g)
May 24 2023 - 05:16PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. )* |
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Elevation Oncology, Inc.
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(Name of Issuer) |
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities) |
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28623U101
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(CUSIP Number) |
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May 17, 2023
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(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed: |
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 7 Pages) |
______________________________
*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. 28623U101 |
13G |
Page
2
of 7 Pages |
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1 |
NAME OF
REPORTING PERSON
Point72 Asset Management, L.P.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
x
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
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
2,121,170
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
2,121,170
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,121,170
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
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12 |
TYPE OF
REPORTING PERSON
PN
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| CUSIP No. 28623U101 |
13G |
Page
3
of 7 Pages |
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1 |
NAME OF
REPORTING PERSON
Point72 Capital Advisors, Inc.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
x
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
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
2,121,170
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
2,121,170
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,121,170
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
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12 |
TYPE OF
REPORTING PERSON
CO
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| CUSIP No. 28623U101 |
13G |
Page
4
of 7 Pages |
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1 |
NAME OF
REPORTING PERSON
Steven A. Cohen
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
x
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
2,121,170
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
2,121,170
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,121,170
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
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12 |
TYPE OF
REPORTING PERSON
IN
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| CUSIP No. 28623U101 |
13G |
Page
5
of 7 Pages |
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Item 1(a). |
Name of Issuer. |
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Elevation Oncology, Inc. |
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Item 1(b). |
Address of Issuer's Principal Executive Offices. |
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888 Seventh Avenue, 12th Floor, New York, New York
10106 |
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Item 2(a). |
Name of Person Filing. |
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This statement is filed by: (i) Point72 Asset Management, L.P.
(“Point72 Asset Management”) with respect to shares of
common stock, par value $0.0001 per share (“Shares”), of the
Issuer held by Point72 Associates, LLC, an investment fund it
manages (“Point72 Associates”); (ii) Point72 Capital
Advisors, Inc. (“Point72 Capital Advisors Inc.”) with
respect to Shares held by Point72 Associates; and (iii) Steven A.
Cohen (“Mr. Cohen”) with respect to Shares beneficially
owned by Point72 Asset Management and Point72 Capital Advisors
Inc. |
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Point72 Asset Management, Point72 Capital Advisors Inc., and Mr.
Cohen have entered into a Joint Filing Agreement, a copy of which
is filed with this Schedule 13G as Exhibit 99.1, pursuant to
which they have agreed to file this Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the Act. |
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Item 2(b). |
Address of Principal Business Office. |
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The address of the principal business office of Point72 Asset
Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72
Cummings Point Road, Stamford, CT 06902. |
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Item 2(c). |
Place of Organization. |
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Point72 Asset Management is a Delaware limited partnership. Point72
Capital Advisors Inc. is a Delaware corporation. Mr.
Cohen is a United States citizen. |
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Item 2(d). |
Title of Class of Securities. |
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Common Stock, par value $0.0001 per share |
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Item 2(e). |
CUSIP Number. |
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28623U101 |
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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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Not applicable. |
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Item 4. |
Ownership. |
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The information required by Items 4(a) – (c) is set forth in Rows
(5) – (11) of the cover page for each Reporting Person hereto and
is incorporated herein by reference for each Reporting
Person. Such information is as of the close of business
on May 23, 2023. |
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Point72 Asset Management, Point72 Capital Advisors Inc., and Mr.
Cohen own directly no Shares. Pursuant to an investment management
agreement, Point72 Asset Management maintains investment and voting
power with respect to the securities held by Point72 Associates.
Point72 Capital Advisors Inc. is the general partner of Point72
Asset Management. Mr. Cohen controls each of Point72
Asset Management and Point72 Capital Advisors
Inc. The filing of this statement should not be
construed as an admission that any of the foregoing persons or any
reporting person is, for the purposes of Section 13 of the Act, the
beneficial owner of the Shares reported herein. |
| CUSIP No. 28623U101 |
13G |
Page
6
of 7 Pages |
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Item 5. |
Ownership of Five Percent or Less of a Class. |
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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 [ ]. |
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Item 6. |
Ownership of More Than Five Percent on Behalf of Another
Person. |
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Point72 Associates has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the Shares reported herein. |
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Item 7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person. |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the
Group. |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |
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Item 10. |
Certification. |
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By signing below each Reporting Person certifies that, to the best
of its 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. 28623U101 |
13G |
Page
7
of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
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Date: May 24, 2023 |
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POINT72 ASSET MANAGEMENT, L.P. |
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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POINT72 CAPITAL ADVISORS, INC. |
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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STEVEN A. COHEN |
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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