Alaunos Therapeutics SC 13G/A / MSD Partners ownership change

Alaunos Therapeutics (TCRT) SC 13G/AAlaunos Therapeutics / MSD Partners ownership change

CUSIP No: 98973P101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Alaunos Therapeutics, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

98973P101

(CUSIP Number)

December 31, 2022

(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)

☒ 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: 98973P101

(1)	The percentages used herein are calculated based upon 216,182,042 shares of the Issuer’s common stock outstanding as of November 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022.

CUSIP No: 98973P101

(1)	The percentages used herein are calculated based upon 216,182,042 shares of the Issuer’s common stock outstanding as of November 9, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022.

CUSIP No: 98973P101


Item 1(a)		Name of Issuer:

		The name of the issuer is Alaunos Therapeutics, Inc. (the “Company”).

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		The Company’s principal executive office is located at 8030 El Rio Street Houston, TX 77054

Item 2(a)		Name of Person Filing:

		This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”) and MSD Credit Opportunity Master Fund, L.P. (“MSD Credit Opportunity Master Fund”). MSD Credit Opportunity Master Fund is the direct owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Credit Opportunity Master Fund. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Gregg R. Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities beneficially owned by MSD GP. The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2023, a copy of which is filed with this filing as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Item 2(b)		Address of Principal Business Office or, if none, Residence:

		The principal business address of MSD Partners is One Vanderbilt Avenue, 26th Floor, New York, New York 10017. The address of the principal business office of MSD Credit Opportunity Master Fund is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.

Item 2(c)		Citizenship:

		MSD Partners is organized as a limited partnership under the laws of the State of Delaware. MSD Credit Opportunity Master Fund is a limited partnership organized under the laws of the Cayman Islands.

Item 2(d)		Title of Class of Securities:

		Common Stock, par value $0.001 per share

Item 2(e)		CUSIP No.:

		98973P101

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.

CUSIP No: 98973P101


Item 4	Ownership:

	A.	MSD Partners, L.P.

		(a)	Amount beneficially owned: 15,151,516

		(b)	Percent of class: 7.0%

		(c)	Number of shares as to which such person has:

			(i)	Sole power to vote or direct the vote: -0-

			(ii)	Shared power to vote or direct the vote: 15,151,516

			(iii)	Sole power to dispose or direct the disposition: -0-

			(iv)	Shared power to dispose or direct the disposition: 15,151,516

	B.	MSD Credit Opportunity Master Fund, L.P.

		(a)	Amount beneficially owned: 15,151,516

		(b)	Percent of class: 7.0%

		(c)	Number of shares as to which such person has:

			(i)	Sole power to vote or direct the vote: -0-

			(ii)	Shared power to vote or direct the vote: 15,151,516

			(iii)	Sole power to dispose or direct the disposition: 0

			(iv)	Shared power to dispose or direct the disposition: 15,151,516

	C.	MSD Partners (GP), LLC

		(a)	Amount beneficially owned: 15,151,516

		(b)	Percent of class: 7.0%

		(c)	Number of shares as to which such person has:

			(i)	Sole power to vote or direct the vote: -0-

			(ii)	Shared power to vote or direct the vote: 15,151,516

			(iii)	Sole power to dispose or direct the disposition: -0-

			(iv)	Shared power to dispose or direct the disposition: 15,151,516

	D.	Gregg R. Lemkau

		(a)	Amount beneficially owned: 15,151,516

		(b)	Percent of class: 7.0%

		(c)	Number of shares as to which such person has:

			(i)	Sole power to vote or direct the vote: -0-

			(ii)	Shared power to vote or direct the vote: 15,151,516

			(iii)	Sole power to dispose or direct the disposition: -0-

			(iv)	Shared power to dispose or direct the disposition: 15,151,516

CUSIP No: 98973P101


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 each of the Reporting Persons 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 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 participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No: 98973P101

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G is true, complete and correct.

Date: February 14, 2023


MSD Partners, L.P.

By:		MSD Partners (GP), LLC
Its:		General Partner

By:		/s/ Robert K. Simonds
Name:		Robert K. Simonds
Title:		Authorized Signatory

MSD Credit Opportunity Master Fund, L.P.

By:		MSD Partners, L.P.
Its:		Investment Adviser
By:		MSD Partners (GP), LLC
Its:		General Partner

By:		/s/ Robert K. Simonds
Name:		Robert K. Simonds
Title:		Authorized Signatory

CUSIP No: 98973P101

EXHIBIT INDEX


Exhibit		Description of Exhibit

Exhibit 99.1		Joint Filing Agreement dated February 14, 2023.

NAMES OF REPORTING PERSONS

MSD Partners, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☒ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware