Pentwater Capital Management SC 13D/A Poseida Therapeutics / Pentwater Capital Management ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Poseida Therapeutics, Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

73730P108

 (CUSIP Number)

Matthew Halbower

Pentwater Capital Management LP

1001 10^th Avenue South, Suite 216

Naples, FL 34102

(239) 384-9750

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 22, 2022

 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐

The information required on 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.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	Pentwater Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,967,227
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			4,967,227
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,967,227
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.94%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	Crown Managed Accounts SPC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			31,077
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			31,077
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,077
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.05%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	Investment Opportunities 3SPC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			40,896
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			40,896
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	40,896
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.07%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	LMA SPC on behalf of MAP 98 Segregated Portfolio
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			274,749
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			274,749
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	274,749
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.44%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	PWCM Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			1,891,819
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			1,891,819
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,891,819
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.02%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	Oceana Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			403,094
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			403,094
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	403,094
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.64%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	Pentwater Credit Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			368,210
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			368,210
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	368,210
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.59%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	Pentwater Equity Opportunities Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			493,783
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			493,783
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	493,783
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.79%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	Pentwater Merger Arbitrage Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			1,381,146
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			1,381,146
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,381,146
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.21%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	Pentwater Metric Merger Arbitrage Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			41,251
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			41,251
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,251
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.07%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

CUSIP No. 73730P108

1	NAMES OF REPORTING PERSONS
	Pentwater Unconstrained Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			41,202
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			41,202
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	41,202
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.07%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 62,546,899 shares of Common Stock outstanding as of March 4, 2022, as reported in the Issuer’s Form 10-K for the year ended December 31, 2021.

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed with respect to the Reporting Persons’ beneficial ownership in Poseida Therapeutics, Inc. (the “Issuer”). This Amendment No. 1 supplements the Schedule 13D as previously filed on December 16, 2020 (the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.

ITEM 4. PURPOSE OF THE TRANSACTION

On December 16, 2020, Luke Corning was appointed to the board of directors of the Issuer.  Mr. Corning served as Head of Credit for Pentwater Capital at that time.  As of April 22, 2022, Mr. Corning is no longer employed by Pentwater Capital and Pentwater Capital no longer maintains Issuer board representation.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 25, 2022

PENTWATER CAPITAL MANAGEMENT LP
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew Halbower
Name: Matthew Halbower
Title: Chief Executive Officer

CROWN MANAGED ACCOUNTS SPC
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew C. Halbower
Title: Chief Executive Officer
INVESTMENT OPPORTUNITIES 3 SPC
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew Halbower
Title: Chief Executive Officer
LMA SPC ON BEHALF OF MAP 98 SEGREGATED PORTFOLIO
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew C. Halbower
Title: Chief Executive Officer

PWCM MASTER FUND LTD.
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew C. Halbower
Title: Chief Executive Officer
OCEANA MASTER FUND LTD.
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew C. Halbower
Title: Chief Executive Officer
PENTWATER CREDIT MASTER FUND LTD.
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew C. Halbower
Title: Chief Executive Officer
PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD.
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew C. Halbower
Title: Chief Executive Officer

PENTWATER MERGER ARBITRAGE FUND LTD.
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew C. Halbower
Title: Chief Executive Officer
PENTWATER METRIC MERGER ARBITRAGE FUND LP
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew C. Halbower
Title: Chief Executive Officer
PENTWATER UNCONSTRAINED MASTER FUND LTD.
By:	Pentwater Capital Management LP, its investment manager
By:	Halbower Holdings, Inc., its general partner
/s/ Matthew C. Halbower
Name: Matthew C. Halbower
Title: Chief Executive Officer