Akkaraju Srinivas Form 4 CARGO Therapeutics / SRINIVAS AKKARAJU ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Samsara BioCapital GP, LLC

(Last) (First) (Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO MA 94301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARGO Therapeutics, Inc. [ CRGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/14/2023		C		3,381,323	A	(1)	3,455,023	I	By Samsara BioCapital, L.P.(2)
Common Stock	11/14/2023		P		666,666	A	$15	4,121,689	I	By Samsara BioCapital, L.P.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed convertible preferred stock	(1)	11/14/2023		C			663,300	(1)	(1)	Common Stock	663,300	$0.00	0	I	By Samsara BioCapital, L.P.(2)
Series A-1 convertible preferred stock	(1)	11/14/2023		C			884,400	(1)	(1)	Common Stock	884,400	$0.00	0	I	By Samsara BioCapital, L.P.(2)
Series A-2 convertible preferred stock	(1)	11/14/2023		C			1,833,623	(1)	(1)	Common Stock	1,833,623	$0.00	0	I	By Samsara BioCapital, L.P.(2)

1. Name and Address of Reporting Person^*

Samsara BioCapital GP, LLC

(Last) (First) (Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO MA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Samsara BioCapital, L.P.

(Last) (First) (Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO MA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AKKARAJU SRINIVAS

(Last) (First) (Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO MA 94301

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series Seed convertible preferred stock, Series A-1 convertible preferred stock and Series A-2 convertible preferred stock automatically converted into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. Shares 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.

Remarks:

	Samsara BioCapital GP, LLC, By /s/ Srinivas Akkaraju, Managing Member	11/16/2023
	Samsara BioCapital, L.P., By: Samsara BioCapital GP, LLC, its General Partner, By /s/ Srinivas Akkaraju, Managing Member	11/16/2023
	/s/ Srinivas Akkaraju	11/16/2023
	** Signature of Reporting Person	Date
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