Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 3:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Spyre
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
00773J202
(CUSIP
Number)
December 31, 2023
(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. 00773J202 |
SCHEDULE 13G |
1 |
NAME
OF REPORTING PERSONS
Commodore
Capital LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,934,084* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,934,084* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,084* |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%* |
12 |
TYPE
OF REPORTING PERSON
IA |
*See
Item 4 for additional information.
CUSIP
No. 00773J202 |
SCHEDULE
13G |
1 |
NAME
OF REPORTING PERSONS
Commodore
Capital Master LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,934,084* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,934,084* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,084* |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%* |
12 |
TYPE
OF REPORTING PERSON
OO |
*See
Item 4 for additional information.
CUSIP
No. 00773J202 |
SCHEDULE
13G |
Item
1. |
(a)
Name of Issuer |
Spyre
Therapeutics, Inc. (the “Issuer”)
Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
221 Crescent Street, Building
23, Suite 105, Waltham, Massachusetts 02453
Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
|
|
|
This
report on Schedule 13G is being filed by Commodore Capital LP, a Delaware limited partnership (the “Firm”) and Commodore
Capital Master LP, a Cayman Islands exempted limited partnership (“Commodore Master”). The address for the Firm and Commodore
Master is: 444 Madison Avenue, Floor 35, New York, New York 10022. |
Item
2. |
(d)
Title of Class of Securities |
Common
Stock, $0.0001 par value per share (the “Common Stock”)
00773J202
Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a: |
N/A
CUSIP
No. 00773J202 |
SCHEDULE
13G |
As
reported in the cover pages to this report, the ownership information with respect to the Firm is as follows: |
|
(a)
Amount Beneficially Owned: 1,934,084* |
|
(b)
Percent of Class: 5.4%* |
|
(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: 1,934,084* |
|
|
|
(iii)
Sole power to dispose or to direct the disposition of: 0 |
|
|
|
(iv)
Shared power to dispose or to direct the disposition of: 1,934,084* |
As
reported in the cover pages to this report, the ownership information with respect to Commodore Master is as follows:
(a)
Amount Beneficially Owned: 1,934,084* |
|
(b)
Percent of Class: 5.4%* |
|
(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: 1,934,084* |
|
|
|
(iii)
Sole power to dispose or to direct the disposition of: 0 |
|
|
|
(iv)
Shared power to dispose or to direct the disposition of: 1,934,084* |
*As
of November 24, 2023, Commodore Master owns (i) 1,884,084 shares of Common Stock and (iii) preferred stock that is convertible into 50,000
shares of Common Stock. The Firm is the investment manager to Commodore Master. As of December 31, 2023, the Firm may be deemed to beneficially
own an aggregate of 1,934,084 shares of Common Stock of the Issuer. The Firm, as the investment manager to Commodore Master, may be deemed
to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment
discretion with respect to these securities. Ownership percentages are based on 36,021,007 shares of Common Stock reported as issued
and outstanding as of December 11, 2023 in the Issuer’s Registration Statement on Form S-1, filed with the Securities and Exchange
Commission on December 22, 2023.
CUSIP
No. 00773J202 |
SCHEDULE
13G |
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 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 |
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. |
Certification |
|
|
|
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. |
Exhibit
Index
CUSIP No. 00773J202 |
SCHEDULE 13G |
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.
Dated:
February 14, 2024
Commodore Capital LP |
|
|
|
|
By: |
/s/ Michael
Kramarz |
|
Michael Kramarz, Managing Partner |
|
|
|
|
Commodore Capital Master LP |
|
|
|
|
By: |
/s/ Michael
Kramarz |
|
Michael Kramarz, Authorized Signatory |
|
Spyre Therapeutics (NASDAQ:SYRE)
Historical Stock Chart
From May 2024 to Jun 2024
Spyre Therapeutics (NASDAQ:SYRE)
Historical Stock Chart
From Jun 2023 to Jun 2024