SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Samsara BioCapital GP, LLC (Last) (First) (Middle) 628 MIDDLEFIELD ROAD (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/25/2024	3. Issuer Name and Ticker or Trading Symbol Neurogene Inc. [ NGNE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,668,357	I	By Samsara BioCapital, L.P.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants (Right to Buy)	(2)	(2)	Common Stock	67,070	(3)	I	By Samsara BioCapital, L.P.(1)
Pre-Funded Warrants (Right to Buy)	(2)	(2)	Common Stock	20,000	0.001	I	By Samsara BioCapital, L.P.(1)

1. Name and Address of Reporting Person* Samsara BioCapital GP, LLC (Last) (First) (Middle) 628 MIDDLEFIELD ROAD (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Samsara BioCapital, L.P. (Last) (First) (Middle) 628 MIDDLEFIELD ROAD (Street) PALO ALTO CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* AKKARAJU SRINIVAS (Last) (First) (Middle) C/O SAMSARA BIOCAPITAL 628 MIDDLEFIELD ROAD (Street) PALO ALTO CA 94301 (City) (State) (Zip)

Explanation of Responses:

1. Securities are held by Samsara BioCapital L.P. ("Samsara LP"). Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the shares held by Samsara LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by Samsara LP and, accordingly, may be deemed to beneficially own the shares held by Samsara LP. Each of the Reporting Persons disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein.

2. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrants to the extent that such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

3. The exercise price of the Pre-Funded Warrants is $0.000001.

	Samsara BioCapital GP, LLC, By /s/ Srinivas Akkaraju, Managing Member	11/27/2024
	Samsara BioCapital, L.P., By Samsara BioCapital GP, LLC, its General Partner, By /s/ Srinivas Akkaraju, Managing Member	11/27/2024
	/s/ Srinivas Akkaraju	11/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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