UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 4)
Under
the Securities Exchange Act of 1934
Forte
Biosciences Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
34962G109
(CUSIP
Number)
Eric
Shahinian
Camac
Partners, LLC
350
Park Avenue, 13th Floor
New
York, New York 10022
(914)
629-8496
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 17,
2023
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
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).
| 1 |
|
NAMES OF REPORTING PERSONS |
| |
|
Camac Partners, LLC |
| 2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☒ |
| |
|
(b) ☐ |
| 3 |
|
SEC USE ONLY |
| |
|
|
| 4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| |
|
AF |
| 5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
United States |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
1,812,712 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
1,812,712 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
1,812,712 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
8.6% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
OO |
| 1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Camac
Capital, LLC |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☒ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
AF |
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
United
States |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
1,812,712 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
1,812,712 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
1,812,712 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
8.6% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
OO |
| 1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Camac
Fund, LP |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☒ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
WC |
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
United
States |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
1,812,712 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
1,812,712 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
1,812,712 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
8.6% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
PN |
| 1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Eric
Shahinian |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☒ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
AF |
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
United
States |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
1,812,712 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
1,812,712 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
1,812,712 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
8.6% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
IN |
| 1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Michael G. Hacke |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☒ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
|
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
United
States |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
0 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
0 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
0 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
0% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
IN |
| 1 |
|
NAMES
OF REPORTING PERSONS |
| |
|
Chris McIntyre |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| |
|
(a)
☒ |
| |
|
(b)
☐ |
| 3 |
|
SEC
USE ONLY |
| |
|
|
| 4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
| |
|
|
| 5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
| |
|
☐ |
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| |
|
United
States |
| |
7 |
|
SOLE
VOTING POWER |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
|
0 |
| 8 |
|
SHARED
VOTING POWER |
| |
|
0 |
| 9 |
|
SOLE
DISPOSITIVE POWER |
| |
|
0 |
| 10 |
|
SHARED
DISPOSITIVE POWER |
| |
|
|
0 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
|
0 |
| 12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
☐ |
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
|
0% |
| 14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
IN |
This
Amendment No.4 (this “Amendment”) amends and supplements the Schedule 13D filed on August 1, 2022, as amended on August
8, 2022, August 17, 2022, and September 28, 2022, with the Securities and Exchange Commission, by the Reporting Persons
(defined below) with respect to the Common Stock of Forte Biosciences Inc. (the “Issuer” or the “Company”). Information
reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained
in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended
and supplemented by this Amendment.
Item
2. Identity and Background
Item 2 is hereby amended and restated as follows:
| |
(a) |
This Schedule 13D is filed
by: |
| (i) | Camac
Partners, LLC, a Delaware limited liability company (“Camac Partners”); |
| | | |
| (ii) | Camac
Capital, LLC, a Delaware limited liability company (“Camac Capital”); |
| | | |
| (iii) | Camac
Fund, LP, a Delaware partnership (“Camac Fund”); |
| | | |
| (iv) | Eric
Shahinian, as the manager of Camac Capital; |
| | | |
| | (v) | Michael
G. Hacke; and |
| | | |
| | (vi) | Chris
McIntyre. |
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of
the Reporting Persons, is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6 and filed as an exhibit
to this Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
| (b) | The
address of the principal office of each of Camac Partners, Camac Capital, Camac Fund and
Mr. Shahinian is 350 Park Avenue, 13th Floor, New York, NY 10022. The address of the principal
office of Mr. Hacke is c/o Steel City Capital Investments, LLC, 820 Ridgeview Drive, Pittsburgh,
PA 15228. The address of the principal office of Mr. McIntyre is c/o McIntyre Partnerships,
LP, 433 Broadway, Suite 633, New York, NY 10013. |
| | | |
| (c) | The
principal business of Camac Fund is investing in securities. Camac Partners is the investment
manager of Camac Fund. Camac Capital is the managing member of Camac Partners and the general
partner of Camac Fund. The principal occupation of Mr. Shahinian is serving as the manager
of Camac Capital. The principal occupation of Mr. Hacke is serving as the managing member
of Steel City Capital Investments, LLC, the general partner of Steel City Capital, LP, a
long-biased investment partnership which employs a value-oriented investing strategy. The
principal occupation of Mr. McIntyre is serving as Chief Investment Officer and managing
partner of McIntyre Partnerships, LP, an investment fund. |
| | | |
| |
(d) |
During the last five years, none of the Reporting Persons
have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| |
|
|
| |
(e) |
During the last five years, none of the Reporting Persons have been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. |
| |
|
|
| |
(f) |
Camac Partners, Camac Capital, and Camac Fund are organized under the laws of Delaware. Messrs.
Shahinian, Hacke and McIntyre are citizens of the United States of America. Mr. McIntyre is also a citizen of Canada. |
Item
3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated as follows:
The
shares of Common Stock purchased by Camac Fund were purchased with working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,812,712 shares of Common
Stock beneficially owned by Camac Fund is approximately $2,271,387, including brokerage commissions.
Item
4. Purpose of Transaction
Item
4 is hereby amended to add the following:
On
February 17, 2023, Camac Fund delivered a letter to the Issuer nominating Michael G. Hacke and Chris McIntyre (the “Nominees”)
for election to the Board of Directors of the Issuer (the “Board”) at the 2023 annual meeting of stockholders (the “Annual
Meeting”).
Item
5. Interest in Securities of the Issuer
Item
5 is hereby amended and restated as follows:
(a)
The aggregate percentage of shares of Common Stock
reported owned by each person named herein is based upon 21,000,069 shares of Common Stock outstanding, which is the total number
of shares of Common Stock outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on November 14, 2022.
As
of the date hereof, Camac Fund beneficially owned 1,812,712 shares of Common Stock, constituting approximately 8.6% of the shares of Common Stock outstanding.
Camac
Partners, as investment manager of Camac Fund, may be deemed to beneficially own the 1,812,712 shares of Common Stock owned by Camac
Fund. Camac Capital, as the managing member of Camac Partners and the general partner of Camac Fund, may be deemed to beneficially own
the 1,812,712 shares of Common Stock owned by Camac Fund. Mr. Shahinian, as the manager of Camac Capital, may be deemed to beneficially
own the 1,812,712 shares of Common Stock owned by Camac Fund.
As
of the date hereof, Messrs. Hacke and McIntyre do not beneficially own any shares of Common Stock, constituting 0% of the shares of Common
Stock outstanding.
(b)
By virtue of their respective positions with Camac Fund, each of Camac Partners, Camac Capital, and Mr. Shahinian may be deemed to have
shared power to vote and dispose of the shares of Common Stock reported owned by Camac Fund.
(c)
None of the Reporting Persons have entered into any transactions in the securities of the Issuer during the past sixty
days.
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the shares of Common Stock.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item
6 is hereby amended to add the following:
On
February 17, 2023, Camac Partners, Camac Capital, Camac Fund and Mr. Shahinian (collectively, “Camac”) and the Nominees (together
with Camac, the “Group”) entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation
Agreement”) pursuant to which the Group agreed, among other things, (a) to solicit proxies for the election of certain persons
nominated for election to the Board, including the Nominees, at the Annual Meeting, (b) that the Nominees would not transact in securities
of the Issuer without the prior written consent of Camac and (c) that Camac would bear all approved expenses incurred in connection with
the Group’s activities. The foregoing description of the Joint Filing and Solicitation Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Joint Filing and Solicitation Agreement, which is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item
7. Material to be Filed as Exhibits
Item
7 is hereby amended to add the following exhibits:
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete, and correct.
Dated:
February 21, 2023
| CAMAC
FUND, LP |
|
| |
|
|
| By: |
Camac
Capital, LLC |
|
| |
its
General Partner |
|
| |
|
|
| By: |
/s/
Eric Shahinian |
|
| Name: |
Eric Shahinian |
|
| Title: |
Manager |
|
| |
|
|
| CAMAC
PARTNERS, LLC |
|
| |
|
|
| By: |
Camac
Capital, LLC |
|
| |
its
Managing Member |
|
| |
|
|
| By:
|
/s/
Eric Shahinian |
|
| Name: |
Eric
Shahinian |
|
| Title: |
Manager |
|
| |
|
|
| CAMAC
CAPITAL, LLC |
|
| |
|
|
| By:
|
/s/
Eric Shahinian |
|
| Name: |
Eric
Shahinian |
|
| Title: |
Manager |
|
| |
|
|
| /s/ Eric Shahinian |
|
| Eric
Shahinian |
|
| Individually and as attorney-in-fact for Michael G. Hacke and Chris McIntyre |
|
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