UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G 

(Amendment No. 1)*

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

 

Forte Biosciences, Inc.
(Name of Issuer)

 

Common Stock, $0.001 par value
(Title of Class of Securities)

 

34962G109
(CUSIP Number)

 

      December 31, 2020      
(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)

 

  x 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. 34962G109 13G Page 2 of 8 Pages

  

1

NAME OF REPORTING PERSON
Nemean Asset Management, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Florida

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5

SOLE VOTING POWER
315,000

 

6

SHARED VOTING POWER
-0-

 

7

SOLE DISPOSITIVE POWER
315,000

 

8

SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
315,000

 

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
2.5%

 

12

TYPE OF REPORTING PERSON*
CO

 

 

 

 

CUSIP No. 34962G109 13G Page 3 of 8 Pages

 

1

NAME OF REPORTING PERSON
South Ocean Capital Management, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION
Florida

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5

SOLE VOTING POWER
151,067

 

6

SHARED VOTING POWER
-0-

 

7

SOLE DISPOSITIVE POWER
151,067

 

8

SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,067

 

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
1.2%

 

12

TYPE OF REPORTING PERSON*
CO

 

 

 

 

 

CUSIP No. 34962G109 13G Page 4 of 8 Pages

 

1

NAME OF REPORTING PERSON
IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5

SOLE VOTING POWER
185,000

 

6

SHARED VOTING POWER
-0-

 

7

SOLE DISPOSITIVE POWER
185,000

 

8

SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,000

 

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
1.4%

 

12

TYPE OF REPORTING PERSON*
OO

 

 

 

 

CUSIP No. 34962G109 13G Page 5 of 8 Pages

 

1

NAME OF REPORTING PERSON
Steven M. Oliveira

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
5

SOLE VOTING POWER
651,067

 

6

SHARED VOTING POWER
-0-

 

7

SOLE DISPOSITIVE POWER
651,067

 

8

SHARED DISPOSITIVE POWER
-0-

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
651,067

 

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
5.1%

 

12

TYPE OF REPORTING PERSON*
IN

 

 

 

 

CUSIP No. 34962G109 13G Page 6 of 8 Pages

 

Item 1.

 

  (a) Name of Issuer: Forte Biosciences, Inc.

 

  (b) Address of Issuer's Principal Executive Offices:

1124 W Carson Street

MRL Building 3-320

Torrance, California 90502

 

Item 2.

 

  (a) Name of Person Filing: Nemean Asset Management, LLC
     

South Ocean Capital Management, LLC

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA

Steven Oliveira

 

  (b) Address of Principal Business Office or if none, Residence:

 

Nemean Asset Management, LLC:

225 Via Palacio

Palm Beach Gardens, FL 33418

 

South Ocean Capital Management, LLC:

225 Via Palacio

Palm Beach Gardens, FL 33418

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA and Steven Oliveira:

225 Via Palacio

Palm Beach Gardens, FL 33418

 

  (c) Citizenship:

Nemean Asset Management, LLC – Florida

South Ocean Capital Management, LLC – Florida

     

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA

      and Steven Oliveira – U.S.A.

 

  (d) Title of Class of Securities:  Common Stock, $0.001 par value

 

  (e) CUSIP Number: 34962G109

 

Item 3. Not Applicable

 

Item 4. Ownership.

 

  (a) Amount Beneficially Owned:

 

Nemean Asset Management, LLC – 315,000 shares.

 

South Ocean Capital Management, LLC – 151,067 shares.

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 185,000 shares.

 

Steven Oliveira – 651,067 shares. Consists of securities owned by Nemean Asset Management, LLC, South Ocean Capital Management, LLC, and IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA.

 

Steven Oliveira has voting and dispositive power over the securities owned by Nemean Asset Management, LLC, South Ocean Capital Management, LLC, and IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA.

 

  (b) Percent of Class:

 

Nemean Asset Management, LLC – 2.5%

 

South Ocean Capital Management, LLC –1.2%

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 1.4%

 

Steven Oliveira – 5.1%

 

The foregoing percentages are based on 12,830,598 shares of common stock outstanding as of November 3, 2020 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020.

 

 

 

CUSIP No. 34962G109 13G Page 7 of 8 Pages

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote:

 

Nemean Asset Management, LLC – 315,000 shares.

 

South Ocean Capital Management, LLC – 151,067 shares.

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 185,000 shares.

 

Steven Oliveira – 651,067 shares.

 

  (ii) shared power to vote or to direct the vote:

 

Nemean Asset Management, LLC – 0

 

South Ocean Capital Management, LLC – 0

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 0

 

Steven Oliveira – 0

 

  (iii) sole power to dispose or to direct the disposition of:

 

Nemean Asset Management, LLC – 315,000 shares.

 

South Ocean Capital Management, LLC – 151,067 shares.

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 185,000 shares.

 

Steven Oliveira – 651,067 shares.

 

  (iv) shared power to dispose or to direct the disposition of:

 

Nemean Asset Management, LLC – 0

 

South Ocean Capital Management, LLC – 0

 

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 0

 

Steven Oliveira – 0

 

Item 5. Ownership of Five Percent or Less of a Class: Not Applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable

 

Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: 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: Not Applicable

 

 

 

CUSIP No. 34962G109 13G Page 8 of 8 Pages

 

SIGNATURE

 

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.

 

February 16, 2021

 

 

  NEMEAN ASSET MANAGEMENT, LLC
     
     
  By: /s/ Steven Oliveira
    Name: Steven Oliveira
    Title: Authorized Signatory
     
  SOUTH OCEAN CAPITAL MANAGEMENT, LLC
     
     
  By: /s/ Steven Oliveira
    Name: Steven Oliveira
    Title: Authorized Signatory
     
 

IRA FINANCIAL TRUST COMPANY, CUSTODIAN FOR THE BENEFIT OF THE STEVEN M OLIVEIRA IRA

     
     
    /s/ Steven Oliveira
    Steven Oliveira
     
     
    /s/ Steven Oliveira
    Steven Oliveira

 

 

 

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