Form SC 13G - Statement of Beneficial Ownership by Certain Investors
12 10월 2024 - 5:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
OnKure Therapeutics, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of
Securities)
68277Q105
(CUSIP Number)
October 4, 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) |
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).
1. |
Names
of Reporting Persons
Samsara BioCapital, L.P. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b) x (1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
824,155 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
824,155 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
824,155 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
6.5% (3) |
12. |
Type
of Reporting Person (See Instructions)
PN |
|
|
|
|
| (1) | This Schedule 13G is filed by Samsara BioCapital,
L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”) and
Dr. Srinivas Akkaraju (“Dr. Akkaraju”) (and together with Samsara LP,
Samsara GP, the “Reporting Persons”). The Reporting Persons expressly disclaim
status as a “group” for purposes of this Schedule 13G. |
| (2) | These shares are held by Samsara LP. Samsara
GP is the sole general partner of Samsara LP and may be deemed to have voting and investment
power over the securities held by Samsara LP. Dr. Akkaraju is the managing member of
Samsara GP and may be deemed to have voting and dispositive power over the shares held by
Samsara LP. |
| (3) | This percentage is calculated based on 12,652,811
shares of Class A Common Stock outstanding as of October 4, 2024, as reported in
the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on October 8, 2024. |
1. |
Names
of Reporting Persons
Samsara BioCapital GP, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b) x (1) |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
824,155 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
824,155 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
824,155 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
6.5% (3) |
12. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | These shares are held by Samsara LP. Samsara
GP is the sole general partner of Samsara LP and may be deemed to have voting and investment
power over the securities held by Samsara LP. Dr. Akkaraju is the managing member of
Samsara GP and may be deemed to have voting and dispositive power over the shares held by
Samsara LP. |
| (3) | This percentage is calculated based on 12,652,811
shares of Class A Common Stock outstanding as of October 4, 2024, as reported in
the Issuer’s Current Report on Form 8-K filed with the SEC on October 8,
2024. |
1. |
Names
of Reporting Persons
Srinivas Akkaraju |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b) x (1) |
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
824,155 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
824,155 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
824,155 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
6.5% (3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
| (1) | This Schedule 13G is filed by the Reporting
Persons. The Reporting Persons expressly disclaim status as a “group” for purposes
of this Schedule 13G. |
| (2) | These shares are held by Samsara LP. Samsara
GP is the sole general partner of Samsara LP and may be deemed to have voting and investment
power over the securities held by Samsara LP. Dr. Akkaraju is the managing member of
Samsara GP and may be deemed to have voting and dispositive power over the shares held by
Samsara LP. |
| (3) | This percentage is calculated based on 12,652,811
shares of Class A Common Stock outstanding as of October 4, 2024, as reported in
the Issuer’s Current Report on Form 8-K filed with the SEC on October 8,
2024. |
Item
1. |
|
(a) |
Name
of Issuer
OnKure Therapeutics, Inc. |
|
(b) |
Address of Issuer’s Principal Executive Offices
6707 Winchester Circle, Suite 400, Boulder, CO 80301
|
|
Item
2. |
|
(a) |
Name of Person Filing
Samsara BioCapital, L.P. (“Samsara LP”)
Samsara BioCapital GP, LLC (“Samsara GP”)
Srinivas Akkaraju (“Dr. Akkaraju”)
|
|
(b) |
Address of Principal Business Office or, if none, Residence
c/o Samsara BioCapital, LLC
628 Middlefield Road
Palo Alto, CA 94301
|
|
(c) |
Citizenship |
| Entities: | Samsara
LP |
- |
Delaware |
| | Samsara
GP |
- |
Delaware |
| Individuals: | Dr.
Akkaraju |
- |
United
States |
|
(d) |
Title of Class of Securities
Class A Common Stock, par value $0.0001 per share (“Class A
Common Stock”) |
|
(e) |
CUSIP
Number
68277Q105 |
|
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 following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1 is provided as of October 11, 2024: |
Reporting
Persons | |
Shares
Held
Directly | | |
Sole
Voting
Power | | |
Shared
Voting
Power (1) | | |
Sole
Dispositive
Power | | |
Shared
Dispositive
Power (1) | | |
Beneficial
Ownership
(1) | |
Percentage
of Class (2) |
Samsara LP | |
| | | |
| | | |
| 824,155 | | |
| 0 | | |
| 824,155 | | |
| 0 | | |
| 824,155 | | |
824,155 | |
6.5% |
Samsara GP | |
| | | |
| | | |
| 0 | | |
| 0 | | |
| 824,155 | | |
| 0 | | |
| 824,155 | | |
824,155 | |
6.5% |
Dr. Akkaraju | |
| | | |
| | | |
| 0 | | |
| 0 | | |
| 824,155 | | |
| 0 | | |
| 824,155 | | |
824,155 | |
6.5% |
(1) These
shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment
power over the securities held by Samsara LP. Dr. Akkaraju is the managing member of Samsara GP and may be deemed to have voting
and dispositive power over the shares held by Samsara LP.
(2) This
percentage is calculated based on 12,652,811 shares of Class A Common Stock outstanding as of October 4, 2024, as reported
in the Issuer’s Current Report on Form 8-K filed with the SEC on October 8, 2024. |
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 such purpose or effect. |
|
|
|
|
|
|
|
|
|
|
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: October 11, 2024
Samsara BioCapital, L.P. |
|
|
|
By: |
Samsara
BioCapital GP, LLC |
|
its |
General Partner |
|
|
|
By: |
/s/ Srinivas Akkaraju |
|
|
Name: Srinivas Akkaraju |
|
|
Title: Managing Member |
|
|
|
Samsara BioCapital GP, LLC |
|
|
|
By: |
/s/ Srinivas Akkaraju |
|
|
Name: Srinivas Akkaraju |
|
|
Title: Managing Member |
|
|
|
/s/
Srinivas Akkaraju |
|
Srinivas Akkaraju |
|
|
ATTENTION |
|
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Exhibit(s):
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached
Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of OnKure Therapeutics, Inc. is filed on behalf
of each of us.
Dated: October 11, 2024
Samsara BioCapital, L.P. |
|
|
|
By: |
Samsara
BioCapital GP, LLC |
|
its |
General Partner |
|
|
|
By: |
/s/ Srinivas Akkaraju |
|
|
Name: Srinivas Akkaraju |
|
|
Title: Managing Member |
|
|
|
Samsara BioCapital GP, LLC |
|
|
|
By: |
/s/ Srinivas Akkaraju |
|
|
Name: Srinivas Akkaraju |
|
|
Title: Managing Member |
|
|
|
/s/
Srinivas Akkaraju |
|
Srinivas Akkaraju |
|
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