SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
TransCode
Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
89357L303
(CUSIP
Number)
September
30, 2024
(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 disclosures provided
in a prior cover page.
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).
| CUSIP
No. 89357L303 |
|
13G |
|
Page
2 of 7 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
3i,
LP
|
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☒
(b) ☐ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
0
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
0
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(1)
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
(1)
|
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
(1) This constitutes an exit filing
for the reporting person.
| CUSIP
No. 89357L303 |
|
13G |
|
Page
3 of 7 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
3i
Management LLC
|
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☒
(b) ☐ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
0
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
0
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(1)
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
(1) This constitutes an exit filing
for the reporting person.
| CUSIP
No. 89357L303 |
|
13G |
|
Page
4 of 7 Pages |
| |
|
| 1. |
NAMES
OF REPORTING PERSONS
Maier Joshua Tarlow |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☒
(b) ☐ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
0
(1)
|
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
0
(1)
|
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(1)
|
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (1) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1) This constitutes an exit filing
for the reporting person.
| CUSIP
No. 89357L303 |
|
13G |
|
Page
5 of 7 Pages |
This
Amendment No. 1 to Statement on Schedule 13G (this “Amendment”) amends and supplements the Statement on Schedule
13G filed by the reporting persons with the U.S. Securities and Exchange Commission (“SEC”) on July 26, 2024
(the “Schedule 13G”). The purpose of this Amendment is to update the beneficial ownership information on the
cover pages and in Item 4 in the Statement, including to indicate that each of the reporting persons have ceased to be the beneficial
owner of more than five percent of the outstanding shares of the outstanding common stock of the issuer and to amend Item 5 of
the Schedule 13G accordingly. This Amendment constitutes an exit filing for each of the reporting persons.
Item
1(a). Name of Issuer:
TransCode
Therapeutics, Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices:
The
Issuer’s principal executive offices are located at 6 Liberty Square, #2382, Boston, MA 02109.
Item
2(a). Names of Persons Filing:
| This
Amendment is filed by: |
| |
|
| |
(i) |
3i,
LP, a Delaware limited partnership (“3i”); |
| |
|
| |
(ii) |
3i
Management LLC, a Delaware limited liability company (“3i Management”); and |
| |
|
| |
(iii) |
Maier
Joshua Tarlow (“Mr. Tarlow”). |
The
foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”. Any disclosures
herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the
appropriate party.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Schedule 13G, pursuant
to which they have agreed to file this Amendment and all subsequent amendments jointly in accordance with the provisions of Rule
13d-1(k) of the Act.
The
filing of this Amendment should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
Item
2(c). Citizenship:
3i
is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United
States.
Item
2(d). Title of Class of Securities:
The
title of the class of securities to which this Amendment relates is the Issuer’s shares of common stock, par value $0.0001
per share (the “Common Stock”).
Item
2(e). CUSIP Number: 89357L303
| CUSIP
No. 89357L303 |
|
13G |
|
Page
6 of 7 Pages |
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:
Not
applicable.
Item
4. Ownership.
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 pages to this Amendment and is incorporated
herein by reference for each such Reporting Person. This filing constitutes an exit filing for each Reporting Person. 3i has
the power to dispose of and the power to vote any shares of Common Stock beneficially owned by it, which power may be exercised
by 3i Management, the manager and general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote
and/or dispose of any shares of Common Stock beneficially owned by each of 3i and 3i Management. By reason of the provisions of
Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own any shares of Common Stock beneficially owned by 3i and 3i
Management, and 3i Management may be deemed to beneficially own any shares of Common Stock beneficially owned by 3i.
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.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
See
Exhibit 1 filed with the Schedule 13G.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
By
signing below each of the Reporting Persons certify that, to the best of each of their 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.
| CUSIP
No. 89357L303 |
|
13G |
|
Page
7 of 7 Pages |
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.
| Date:
November 6, 2024 |
3i,
LP |
| |
|
|
| |
By: |
3i
Management LLC, |
| |
|
its
General Partner |
| |
|
|
| |
By: |
/s/
Maier J. Tarlow |
| |
|
Name:
Maier J. Tarlow |
| |
|
Title:
Manager |
| |
|
|
| |
3i
Management LLC |
| |
|
|
| |
By: |
/s/
Maier J. Tarlow |
| |
|
Name:
Maier J. Tarlow |
| |
|
Title:
Manager |
| |
|
|
| |
/s/
Maier J. Tarlow |
| |
Maier
J. Tarlow |
TransCode Therapeutics (NASDAQ:RNAZ)
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부터 10월(10) 2024 으로 11월(11) 2024
TransCode Therapeutics (NASDAQ:RNAZ)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
