Cabaletta Bio, Inc. - Major Shareholding Notification 2024

SC 13G/A 1 tm246235d4_sc13ga.htm SC 13G/A

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Cabaletta Bio, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

12674W109

(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:

¨ x ¨ 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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 12674W109 Page 2 of 14

1.	Names of Reporting Persons Venrock Healthcare Capital Partners III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (1)
(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 2,563,952 (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,563,952 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,952 (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) 6.4% (3)
12.	Type of Reporting Person (See Instructions) PN

(1) Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of a group for the purposes of this Schedule 13G/A.

(2) Consists of (i) 588,410 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 58,863 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,916,679 shares held by Venrock Healthcare Capital Partners EG, L.P.

(3) This percentage is calculated based upon 40,215,874 shares of voting common stock outstanding as of September 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 12674W109 Page 3 of 14

1.	Names of Reporting Persons VHCP Co-Investment Holdings III, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (1)
(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 2,563,952 (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,563,952 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,952 (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) 6.4% (3)
12.	Type of Reporting Person (See Instructions) OO

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 12674W109 Page 4 of 14

1.	Names of Reporting Persons Venrock Healthcare Capital Partners EG, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (1)    (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 2,563,952 (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,563,952 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,952 (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) 6.4% (3)
12.	Type of Reporting Person (See Instructions) PN

Field: Page; Sequence: 4

Field: /Page

CUSIP No. 12674W109 Page 5 of 14

1.	Names of Reporting Persons VHCP Management III, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (1)
(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 2,563,952 (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,563,952 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,952 (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) 6.4% (3)
12.	Type of Reporting Person (See Instructions) OO

Field: Page; Sequence: 5

Field: /Page

CUSIP No. 12674W109 Page 6 of 14

1.	Names of Reporting Persons VHCP Management EG, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (1)
(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 2,563,952 (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,563,952 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,952 (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) 6.4% (3)
12.	Type of Reporting Person (See Instructions) OO

Field: Page; Sequence: 6

Field: /Page

CUSIP No. 12674W109 Page 7 of 14

1.	Names of Reporting Persons Shah, Nimish
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (1)
(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 2,563,952 (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,563,952 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,952 (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) 6.4% (3)
12.	Type of Reporting Person (See Instructions) IN

Field: Page; Sequence: 7

Field: /Page

CUSIP No. 12674W109 Page 8 of 14

1.	Names of Reporting Persons Koh, Bong
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (1)    (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 2,563,952 (2)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 2,563,952 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,563,952 (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) 6.4% (3)
12.	Type of Reporting Person (See Instructions) IN

Field: Page; Sequence: 8

Field: /Page

CUSIP No. 12674W109 Page 9 of 14

| Introductory Note: This Schedule 13G/A is filed on behalf
of Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP
III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware
(“VHCP Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws
of the State of Delaware (“VHCP EG”), VHCP Management III, LLC, a limited liability company organized under the laws
of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under
the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP III LP, VHCP Co-Investment III,
VHCP EG and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”)
in respect of the Common Stock of Cabaletta Bio, Inc. | |
| --- | --- |
| Item 1. | |
| (a) | Name of Issuer Cabaletta Bio, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices 2929 Arch Street, Suite 600 Philadelphia, PA 19104 |
| Item 2. | |
| (a) | Name of Person Filing Venrock Healthcare Capital Partners III, L.P. VHCP Co-Investment Holdings III, LLC Venrock Healthcare Capital Partners EG, L.P. VHCP Management III, LLC VHCP Management EG, LLC Nimish Shah Bong Koh |

(b)
New York Office:	Palo Alto Office:
7 Bryant Park	3340 Hillview Avenue
23rd Floor	Palo Alto, CA 94304
New York, NY 10018

| (c) | Citizenship All of the Venrock Entities were organized
in Delaware. The individuals are both United States citizens. |
| --- | --- |
| (d) | Title of Class of Securities Common Stock, par value $0.00001 per share |
| (e) | CUSIP Number 12674W109 |

Field: Page; Sequence: 9

Field: /Page

CUSIP No. 12674W109 Page 10 of 14

Item 3.
Not applicable

Item 4.
(a)	Amount beneficially owned as of
December 31, 2023:

Venrock Healthcare Capital Partners III, L.P.	2,563,952 (1)
VHCP Co-Investment Holdings III, LLC	2,563,952 (1)
Venrock Healthcare Capital Partners EG, L.P.	2,563,952 (1)
VHCP Management III, LLC	2,563,952 (1)
VHCP Management EG, LLC	2,563,952 (1)
Nimish Shah	2,563,952 (1)
Bong Koh	2,563,952 (1)

(b) Percent of class as of December 31, 2023:

Venrock Healthcare Capital Partners III, L.P.	6.4% (2)
VHCP Co-Investment Holdings III, LLC	6.4% (2)
Venrock Healthcare Capital Partners EG, L.P.	6.4% (2)
VHCP Management III, LLC	6.4% (2)
VHCP Management EG, LLC	6.4% (2)
Nimish Shah	6.4% (2)
Bong Koh	6.4% (2)

(c)
(i)	Sole power to vote or to direct
the vote:

Venrock Healthcare Capital Partners III, L.P.	0
VHCP Co-Investment Holdings III, LLC	0
Venrock Healthcare Capital Partners EG, L.P.	0
VHCP Management III, LLC	0
VHCP Management EG, LLC	0
Nimish Shah	0
Bong Koh	0

(ii) Shared power to vote or to direct the vote:

Venrock Healthcare Capital Partners III, L.P.	2,563,952 (1)
VHCP Co-Investment Holdings III, LLC	2,563,952 (1)
Venrock Healthcare Capital Partners EG, L.P.	2,563,952 (1)
VHCP Management III, LLC	2,563,952 (1)
VHCP Management EG, LLC	2,563,952 (1)
Nimish Shah	2,563,952 (1)
Bong Koh	2,563,952 (1)

Field: Page; Sequence: 10

Field: /Page

CUSIP No. 12674W109 Page 11 of 14

(iii) Sole power to dispose or to direct the disposition of:

Venrock Healthcare Capital Partners III, L.P.	0
VHCP Co-Investment Holdings III, LLC	0
Venrock Healthcare Capital Partners EG, L.P.	0
VHCP Management III, LLC	0
VHCP Management EG, LLC	0
Nimish Shah	0
Bong Koh	0

(iv) Shared power to dispose or to direct the disposition of:

Venrock Healthcare Capital Partners III, L.P.	2,563,952 (1)
VHCP Co-Investment Holdings III, LLC	2,563,952 (1)
Venrock Healthcare Capital Partners EG, L.P.	2,563,952 (1)
VHCP Management III, LLC	2,563,952 (1)
VHCP Management EG, LLC	2,563,952 (1)
Nimish Shah	2,563,952 (1)
Bong Koh	2,563,952 (1)

(1) Consists of (i) 588,410 shares held by Venrock Healthcare Capital Partners III, L.P.; (ii) 58,863 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 1,916,679 shares held by Venrock Healthcare Capital Partners EG, L.P. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management EG, LLC.

(2) This percentage is calculated based upon 40,215,874 shares of voting common stock outstanding as of September 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.

| 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 |

Field: Page; Sequence: 11

Field: /Page

CUSIP No. 12674W109 Page 12 of 14

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.

Field: Page; Sequence: 12

Field: /Page

CUSIP No. 12674W109 Page 13 of 14

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

| Venrock Healthcare Capital Partners
III, L.P. — By: | VHCP Management III, LLC | Venrock Healthcare Capital Partners
EG, L.P. — By: | VHCP Management EG, LLC |
| --- | --- | --- | --- |
| Its: | General Partner | Its: | General Partner |
| By: | /s/ Sherman
G. Souther | By: | /s/ Sherman
G. Souther |
| | Name: Sherman G. Souther | | Name: Sherman G. Souther |
| | Its: Authorized Signatory | | Its: Authorized Signatory |
| VHCP Co-Investment Holdings III, LLC | | | |
| By: | VHCP Management III, LLC | | |
| Its: | Manager | | |
| By: | /s/ Sherman
G. Souther | | |
| | Name: Sherman G. Souther | | |
| | Its: Authorized Signatory | | |
| VHCP Management III, LLC | | VHCP Management EG, LLC | |
| By: | /s/ Sherman
G. Souther | By: | /s/ Sherman
G. Souther |
| | Name: Sherman G. Souther | | Name: Sherman G. Souther |
| | Its: Authorized Signatory | | Its: Authorized Signatory |
| Nimish Shah | | | |
| /s/
Sherman G. Souther | | | |
| Sherman G. Souther, Attorney-in-fact | | | |
| Bong Koh | | | |
| /s/
Sherman G. Souther | | | |
| Sherman G. Souther, Attorney-in-fact | | | |

Field: Page; Sequence: 13

Field: /Page

CUSIP No. 12674W109 Page 14 of 14

EXHIBITS

A: Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on December 23, 2022)

B: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed December 23, 2022)

C: Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on December 23, 2022)

Field: Page; Sequence: 14; Options: Last

Field: /Page

AI assistant

Cabaletta Bio, Inc. Major Shareholding Notification 2024

33628_mrq_2024-02-14_9ef063cf-edec-488a-bfed-11f16fb803f7.zip

AI assistant

Cabaletta Bio, Inc. — Major Shareholding Notification 2024

33628_mrq_2024-02-14_9ef063cf-edec-488a-bfed-11f16fb803f7.zip

More from Cabaletta Bio, Inc.

Cabaletta Bio, Inc. Major Shareholding Notification 2024