GYRE THERAPEUTICS, INC.

Major Shareholding Notification • Feb 14, 2019

SC 13G/A 1 sc13ga.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Catalyst Biosciences, Inc.

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

14888D109

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(CUSIP Number)

December 31, 2018

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(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) |

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*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. 14888D109

| 1. | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RTW
Investments, LP |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |

(a) [ ]
(b)
[X]

| 3. | SEC
USE ONLY |
| --- | --- |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware,
United States of America |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

| 5. | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 0 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO,
IA |

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CUSIP No. 14888D109

| 1. | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RTW
Master Fund, Ltd. |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |

(a) [ ]
(b)
[X]

| 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. | S HARED
VOTING P OWER 0 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) CO |

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CUSIP No. 14888D109

| 1. | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) R oderick W o n g |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |

| (a)
[ ] |
| --- |
| (b)
[X] |

| 3. | SEC
USE ONLY |
| --- | --- |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States of America |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

| 5. | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | S HARED
VOTING P OWER 0 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN,
HC |

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| Item
1. | (a). | Name
of Issuer: Catalyst
Biosciences, Inc. |
| --- | --- | --- |
| | (b). | Address
of issuer’s principal executive offices: |
| | | 260
Littlefield Ave. |
| | | South
San Francisco, CA 94080 |
| Item
2. | (a). | Name
of person filing: |
| | | RTW
Investments, LP |
| | | RTW Master Fund,
Ltd. |
| | | Roderick
Wong |
| | (b). | Address
or principal business office or, if none, residence: |
| | | RTW
Investments, LP 412
West 15 th Street, Floor 9 |
| | | New
York, New York 10011 |
| | | RTW
Master Fund, Ltd. |
| | | c/o Intertrust
Corporate Services (Cayman) Limited |
| | | 190 Elgin Avenue |
| | | Georgetown |
| | | Grand Cayman
KY1-9001 |
| | | Cayman Islands |
| | | Roderick
Wong |
| | | c/o
RTW Investments, LP 412
West 15 th Street, Floor 9 |
| | | New
York, New York 10011 |
| | (c). | Citizenship: |
| | | RTW
Investments, LP – Delaware |
| | | RTW
Master Fund, Ltd. – Cayman Islands |
| | | Roderick
Wong – United States of America |
| | (d). | Title
of class of securities: |
| | | Common
Stock |
| | (e). | CUSIP
No.: |
| | | 14888D109 |

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| Item
3. | If
T h is Sta t ement i s
f i led p u rsuant t o
§§.2 4 0.13 d - 1 ( b )
or 24 0 . 1 3d-2( b ) , o r (c), check w h ether the pers o n
fil i ng is a |
| --- | --- |
| | N/A |
| Item
4. | Ownership. |
| | Provide
the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1. |

| (a) | Amount
beneficially owned: |
| --- | --- |
| | R TW
Investments, LP – 0 |
| | RTW
Master Fund, Ltd. –
0 |
| | Roderick W ong – 0 |
| (b) | Percent
of class: |
| | R TW
Investments, LP – 0% |
| | RTW
Master Fund, Ltd. – 0% |
| | Roderick W ong – 0% |
| (c) | Number
of shares as to which the person has: |

| (i) | Sole
power to vote or to direct the vote |
| --- | --- |
| | RTW
Investments, LP – 0 RTW
Master Fund, Ltd. – 0 Roderick
Wong – 0 |
| (ii) | Shared power
to vote or to direct the vote |
| | RTW
Investments, LP – 0 RTW
Master Fund, Ltd. – 0 Roderick
Wong – 0 |
| (iii) | Sole power
to dispose or to direct the disposition of |
| | RTW
Investments, LP – 0 |
| | RTW
Master Fund, Ltd. – 0 |
| | Roderick
Wong – 0 |
| (iv) | Shared power
to dispose or to direct the disposition of |
| | RTW Investments,
LP – 0 |
| | RTW
Master Fund, Ltd. –
0 |
| | Roderick Wong
– 0 |

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| 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 |
| | [X] |
| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person. |
| | If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required. |
| | N/A |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person. |
| | If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary. |
| | N/A |
| Item
8. | Identification
and Classification of Members of the Group. |
| | If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. |
| | N/A |
| Item
9. | Notice
of Dissolution of Group. |
| | Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5. |
| | N/A |
| 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. |

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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, 2019 | |
| --- | --- |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Managing Partner |
| RTW
Master Fund, Ltd. | |
| By: | /s/ Roderick Wong |
| | Roderick
Wong, Director |
| Roderick
Wong | |
| By: | /s/
Roderick Wong |
| | Roderick
Wong, Individually |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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