Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 02:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
RAPT Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
75382E 109
(CUSIP Number)
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:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ 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. 75382E 109
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Perceptive Advisors LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☐
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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
0
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6 |
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SHARED VOTING POWER
1,798,955
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7 |
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SOLE DISPOSITIVE POWER
0
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8 |
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SHARED DISPOSITIVE POWER
1,798,955
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,798,955
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP No. 75382E 109
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Joseph Edelman
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☐
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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
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5 |
|
SOLE VOTING POWER
0
|
|
|
6 |
|
SHARED VOTING POWER
1,798,955
|
|
|
7 |
|
SOLE DISPOSITIVE POWER
0
|
|
|
8 |
|
SHARED DISPOSITIVE POWER
1,798,955
|
|
|
|
|
|
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,798,955
|
|
10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
|
12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 75382E 109
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Perceptive Life Sciences Master Fund, Ltd.
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☐
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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
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
5 |
|
SOLE VOTING POWER
0
|
|
|
6 |
|
SHARED VOTING POWER
1,798,955
|
|
|
7 |
|
SOLE DISPOSITIVE POWER
0
|
|
|
8 |
|
SHARED DISPOSITIVE POWER
1,798,955
|
|
|
|
|
|
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,798,955
|
|
10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
|
12 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Item 1(a). |
Name of Issuer:
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RAPT Therapeutics, Inc. (the “Issuer”)
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Item 1(b). |
Address of Issuer’s Principal Executive
Offices:
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561 Eccles Avenue, South San Francisco, CA 94080
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Item 2(a). |
Names of Persons Filing:
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The names of the persons filing this report (collectively, the
“Reporting Persons”) are:
Perceptive Advisors LLC (“Perceptive Advisors”)
Joseph Edelman (“Mr. Edelman”)
Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”)
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Item 2(b). |
Address of Principal Business Office or, if
None, Residence:
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The address of the principal business office of each of the
Reporting Persons is:
51 Astor Place, 10th Floor
New York, NY 10003
Perceptive Advisors is a Delaware limited liability company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
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Item 2(d). |
Title of Class of
Securities:
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Common Stock, $0.0001 par value per share (“Common Stock”)
75382E 109
| 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.
The information required by this item with respect to each
Reporting Person is set forth in Rows 5 through 9 and 11 of the
cover page to this Schedule 13G. The ownership percentages reported
are based on 33,940,217 shares of Common Stock outstanding as
reported in the Issuer’s prospectus supplement filed on November
18, 2022.
The Master Fund directly holds 1,798,955 shares of Common Stock.
Perceptive Advisors serves as the investment manager to the Master
Fund and may be deemed to beneficially own such shares.
Mr. Edelman is the managing member of Perceptive Advisors and
may be deemed to beneficially own such shares.
| 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 Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ☐.
| 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 or Control Person.
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Not applicable.
| Item 8. |
Identification and Classification of Members of
the Group.
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Not applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not applicable.
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, other
than activities solely in connection with a nomination under §
240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: February 14, 2023
PERCEPTIVE ADVISORS LLC
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| By: |
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/s/ Joseph Edelman
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Name: Joseph Edelman |
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Title: Managing Member |
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/s/ Joseph Edelman
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| JOSEPH EDELMAN |
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
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| By: |
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Perceptive Advisors LLC |
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| By: |
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/s/ Joseph Edelman
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Name: Joseph Edelman |
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Title: Managing Member |
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