| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 5
)*
|
Neurogene Inc. (Name of Issuer) |
Common Stock, $0.000001 par value (Title of Class of Securities) |
64135M105 (CUSIP Number) |
12/31/2024 (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) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 64135M105 |
| 1 | Names of Reporting Persons Redmile Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,479,766.00 | ||||||||
| 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) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
Comment for Type of Reporting Person:
(1) Redmile Group, LLC's beneficial ownership of the Issuer's common stock ("Common Stock") is comprised of (i) 1,319,763 shares of Common Stock, and (ii) 160,003 shares of Common Stock issuable upon exercise of certain warrants to purchase Common Stock (the "Warrants"), in each case, which are owned by certain private investment vehicles managed by Redmile Group, LLC ("Redmile"), including Redmile Biopharma Investments I, L.P. ("RBI I"). The Common Stock and the Warrants may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green (collectively, the "Reporting Persons") each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(2) Percentage based on: (i) 14,854,725 shares of Common Stock outstanding as of December 1, 2024, as reported by the Issuer in its Prospectus Supplement filed with the Securities and Exchange Commission on December 18, 2024 (the "Prospectus Supplement"); plus (ii) 160,003 shares of Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13G |
| CUSIP No. | 64135M105 |
| 1 | Names of Reporting Persons Jeremy C. Green | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED KINGDOM | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,479,766.00 | ||||||||
| 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) 9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
(3) Jeremy C. Green's beneficial ownership of Common Stock is comprised of (i) 1,319,763 shares of Common Stock, and (ii) 160,003 shares of Common Stock issuable upon exercise of the Warrants, in each case, which are owned by certain private investment vehicles managed by Redmile, including RBI I. The Common Stock and the Warrants together may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. The Reporting Persons each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(4) Percentage based on: (i) 14,854,725 shares of Common Stock outstanding as of December 1, 2024, as reported by the Issuer in the Prospectus Supplement; plus (ii) 160,003 shares of Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13G |
| CUSIP No. | 64135M105 |
| 1 | Names of Reporting Persons Redmile Biopharma Investments I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 812,033.00 | ||||||||
| 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) 5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
(5) RBI I may be deemed to beneficially own (i) 652,030 shares of Common Stock, and (ii) 160,003 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI I.
(6) Percentage based on: (i) 14,854,725 shares of Common Stock outstanding as of December 1, 2024, as reported by the Issuer in the Prospectus Supplement; plus (ii) 160,003 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI I.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Neurogene Inc. | |
| (b) | Address of issuer's principal executive
offices: 535 W 24th Street, 5th Floor, New York, NY, 10011 | |
| Item 2. | ||
| (a) | Name of person filing: Redmile Group, LLC
Jeremy C. Green
Redmile Biopharma Investments I, L.P. | |
| (b) | Address or principal business office or, if
none, residence: Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
Redmile Biopharma Investments I, L.P.
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129 | |
| (c) | Citizenship: Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
Redmile Biopharma Investments I, L.P.: Delaware | |
| (d) | Title of class of securities: Common Stock, $0.000001 par value | |
| (e) | CUSIP No.: 64135M105 | |
| 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: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Redmile Group, LLC - 1,479,766 (1)
Jeremy C. Green - 1,479,766 (1)
Redmile Biopharma Investments I, L.P. - 812,033 (2) | |
| (b) | Percent of class: Redmile Group, LLC - 9.9% (3)
Jeremy C. Green - 9.9% (3)
Redmile Biopharma Investments I, L.P. - 5.4% (3) % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Redmile Group, LLC - 0
Jeremy C. Green - 0
Redmile Biopharma Investments I, L.P. - 0 | ||
| (ii) Shared power to vote or to direct the
vote: Redmile Group, LLC - 1,479,766 (1)
Jeremy C. Green - 1,479,766 (1)
Redmile Biopharma Investments I, L.P. - 812,033 (2) | ||
| (iii) Sole power to dispose or to direct the
disposition of: Redmile Group, LLC - 0
Jeremy C. Green - 0
Redmile Biopharma Investments I, L.P. - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Redmile Group, LLC - 1,479,766 (1)
Jeremy C. Green - 1,479,766 (1)
Redmile Biopharma Investments I, L.P. - 812,033 (2)
(1) Redmile's and Jeremy C. Green's beneficial ownership of the Issuer's Common Stock is comprised of (i) 1,319,763 shares of Common Stock, and (ii) 160,003 shares of Common Stock issuable upon exercise of the Warrants, in each case, owned by certain private investment vehicles managed by Redmile, including RBI I. The Common Stock and the Warrants together may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(2) RBI I may be deemed to beneficially own (i) 652,030 shares of Common Stock, and (ii) 160,003 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI I.
(3) Percentage based on: (i) 14,854,725 shares of Common Stock outstanding as of December 1, 2024, as reported by the Issuer in the Prospectus Supplement; plus (ii) 160,003 shares of Common Stock issuable upon exercise of the Warrants. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(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 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.
See the response to Item 4. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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, 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. |
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