Cabaletta Bio, Inc. — Major Shareholding Notification 2022

Feb 10, 2022

SC 13G/A 1 p22-0566sc13ga.htm CABALETTA BIO, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cabaletta Bio, Inc.
(Name of Issuer)
Voting Common Stock, $0.00001 par value per share
(Title of Class of Securities)
12674W109
(CUSIP Number)
December 31, 2021
(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)
(Page 1 of 11 Pages)

*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).

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CUSIP No. 12674W109 13G/A Page 2 of 11 Pages

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1	NAME OF REPORTING PERSON Adage Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
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 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of shares of Non-Voting Common Stock)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of shares of Non-Voting Common Stock)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of shares of Non-Voting Common Stock)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.63%
12	TYPE OF REPORTING PERSON PN

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1	NAME OF REPORTING PERSON Adage Capital Partners GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
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 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of shares of Non-Voting Common Stock)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of shares of Non-Voting Common Stock)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of shares of Non-Voting Common Stock)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.63%
12	TYPE OF REPORTING PERSON OO

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1	NAME OF REPORTING PERSON Adage Capital Advisors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
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 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of shares of Non-Voting Common Stock)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of shares of Non-Voting Common Stock)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of shares of Non-Voting Common Stock)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.63%
12	TYPE OF REPORTING PERSON OO

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1	NAME OF REPORTING PERSON Robert Atchinson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(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 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of non-voting shares)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of non-voting shares)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of non-voting shares)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.63%
12	TYPE OF REPORTING PERSON IN

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1	NAME OF REPORTING PERSON Phillip Gross
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(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 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of non-voting shares)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of non-voting shares)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,541,645 (including 1,107,741 shares of Voting Common Stock
issuable upon conversion of non-voting shares)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.63%
12	TYPE OF REPORTING PERSON IN

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Item 1(a).
The name of the issuer is Cabaletta Bio, Inc. (the " Company ").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
	The Company's principal executive offices are located at 2929 Arch Street, Suite 600, Philadelphia, Pennsylvania 19104.
Item 2(a).	NAME OF PERSON FILING
	This statement is filed by:

(i)	Adage Capital Partners, L.P., a Delaware limited partnership (" ACP ") with respect to the shares of Voting Common Stock directly owned by it;
(ii)	Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (" ACPGP "), as general partner of ACP with respect to the shares of Voting Common Stock directly owned by ACP;
(iii)	Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (" ACA "), as managing member of ACPGP, general partner of ACP, with respect to the shares of Voting Common Stock directly owned by ACP;
(iv)	Robert Atchinson (" Mr. Atchinson "), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Voting Common Stock directly owned by ACP; and
(v)	Phillip Gross (" Mr. Gross "), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Voting Common Stock directly owned by ACP.

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 filing of this statement 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).
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

Item 2(c).
ACP is a limited partnership organized under the laws of the State of Delaware. ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.

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Item 2(d).
Voting Common Stock , $0.00001 par value per share (the " Voting Common Stock ").

Item 2(e).
12674W109

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.

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ITEM 4. OWNERSHIP

A. — (a)	Amount beneficially owned: 2,541,645 (including 1,107,741 shares of Voting Common Stock issuable upon conversion of non-voting shares).
(b)	Percent of class: 8.63%. The percentage set forth in this Schedule 13G/A is calculated based upon 28,331,638 shares of Voting Common Stock outstanding as of October 29, 2021, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 1, 2021, and assumes the conversion of the reported shares of Non-Voting Common Stock .
(c)	(i)	Sole power to vote or direct the vote: 0
	(ii)	Shared power to vote or direct the vote: 2,541,645 (including 1,107,741 shares of Voting Common Stock issuable upon conversion of non-voting shares)
	(iii)	Sole power to dispose or direct the disposition: 0
	(iv)	Shared power to dispose or direct the disposition of: 2,541,645 (including 1,107,741 shares of Voting Common Stock issuable upon conversion of non-voting shares)

ACP has the power to dispose of and the power to vote the shares of Voting Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP's operations. Neither ACPGP nor ACA directly own any shares of Voting Common Stock . By reason of the provisions of Rule 13d-3 of the Act, ACPGP and ACA may be deemed to beneficially own the shares owned by ACP.

B. — (a)	Amount beneficially owned: 2,541,645 (including 1,107,741 shares of Voting Common Stock issuable upon conversion of non-voting shares)
(b)	Percent of class: 8.63%
(c)	(i)	Sole power to vote or direct the vote: 0
	(ii)	Shared power to vote or direct the vote: 2,541,645 (including 1,107,741 shares of Voting Common Stock issuable upon conversion of non-voting shares)
	(iii)	Sole power to dispose or direct the disposition: 0
	(iv)	Shared power to dispose or direct the disposition: 2,541,645 (including 1,107,741 shares of Voting Common Stock issuable upon conversion of non-voting shares)

Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the shares of Voting Common Stock beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any shares of Voting Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP.

Item 5.
Not applicable.

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Item 6.
Not applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of his or its 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.

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SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 10, 2022
ADAGE CAPITAL PARTNERS, L.P.
By: Adage Capital Partners GP, L.L.C.,
its general partner
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL PARTNERS GP, L.L.C.
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL ADVISORS, L.L.C.
/s/ Robert Atchinson
Name: Robert Atchinson
Title: Managing Member
ROBERT ATCHINSON
/s/ Robert Atchinson
ROBERT ATCHINSON, individually
PHILLIP GROSS
/s/ Phillip Gross
PHILLIP GROSS, individually