| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Neurogene Inc.
(Name of Issuer)
Common Stock, par value $0.000001 per share
(Title of Class of Securities)
64135M 10 5
(CUSIP Number)
November 25, 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).
| CUSIP No. 64135M 10 5 | |||||
| 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 1,717,127 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 | ||||
| 8. | Shared
Dispositive Power 1,717,127 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,717,127 shares (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) 11.6% (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 (“Akkaraju”) (and together with Samsara LP and Samsara GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (2) | Consists of 1,717,127 shares of Common Stock 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. Akkaraju is a 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 14,854,725 shares of Common Stock outstanding as of November 13, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed on November 18, 2024 with the Securities and Exchange Commission. |
| CUSIP No. 64135M 10 5 | |||||
| 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 1,717,127 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 | ||||
| 8. | Shared
Dispositive Power 1,717,127 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,717,127 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 11.6% (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) | Consists of 1,717,127 shares of Common Stock 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. Akkaraju is a 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 14,854,725 shares of Common Stock outstanding as of November 13, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed on November 18, 2024 with the Securities and Exchange Commission. |
| CUSIP No. 64135M 10 5 | |||||
| 1. | Names
of Reporting Persons Dr. 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 of America | ||||
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole
Voting Power 0 | |||
| 6. | Shared
Voting Power 1,717,127 shares (2) | ||||
| 7. | Sole
Dispositive Power 0 | ||||
| 8. | Shared
Dispositive Power 1,717,127 shares (2) | ||||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,717,127 shares (2) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||||
| 11. | Percent
of Class Represented by Amount in Row (9) 11.6% (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) | Consists of 1,717,127 shares of Common Stock 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. Akkaraju is a 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 14,854,725 shares of Common Stock outstanding as of November 13, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed on November 18, 2024 with the Securities and Exchange Commission. |
| Item 1. | ||
| (a) | Name
of Issuer Neurogene Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices New York, NY 10011 | |
| Item 2. | ||
| (a) | Name of Person Filing Samsara BioCapital GP, LLC (“Samsara GP”) Srinivas Akkaraju (“Akkaraju”) | |
| (b) | Address of Principal Business Office or, if none, Residence 628 Middlefield Road Palo Alto, CA 94301 | |
| (c) | Citizenship Samsara GP - Delaware Individuals: Akkaraju - United States | |
| (d) | Title
of Class of Securities Common Stock, par value 0.000001 per share | |
| (e) | CUSIP
Number 64135M 10 5 | |
| 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 beneficial ownership information set forth below is provided as of November 26, 2024: | ||
| Reporting Persons |
Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (2) | |||||||||||||||||||||
| Samsara LP (1) | 1,267,790 | 0 | 1,717,127 | 0 | 1,717,127 | 1,717,127 | 11.6 | % | ||||||||||||||||||||
| Samsara GP (1) | 0 | 0 | 1,717,127 | 0 | 1,717,127 | 1,717,127 | 11.6 | % | ||||||||||||||||||||
| Akkaraju (1) | 0 | 0 | 1,717,127 | 0 | 1,717,127 | 1,717,127 | 11.6 | % | ||||||||||||||||||||
| (1) | Consists of 1,717,127 shares of Common Stock 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. Akkaraju is a 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 14,854,725 shares of Common Stock outstanding as of November 13, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed on November 18, 2024 with the Securities and Exchange Commission. |
| 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, each of the undersigned certifies that, to the best 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. |
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: November 27, 2024
| Samsara BioCapital, L.P. | Samsara BioCapital GP, LLC | |||
| By: | Samsara BioCapital GP, LLC | By: | /s/ Srinivas Akkaraju | |
| its | General Partner | Name: Srinivas Akkaraju | ||
| Title: Managing Member | ||||
| 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). | ||