Wong Roderick Form 3 Stoke Therapeutics / RODERICK WONG ownership change

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^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

412 WEST 15TH STREET, FLOOR 9

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2019

3. Issuer Name and Ticker or Trading Symbol
Stoke Therapeutics, Inc. [ STOK ]

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

Director	X	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
X	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)

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
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	2,799,910(2)	(1)	I	By RTW Investments, LP(3)

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

412 WEST 15TH STREET, FLOOR 9

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WONG RODERICK

(Last) (First) (Middle)

C/O RTW INVESTMENTS, LP

412 WEST 15TH STREET, FLOOR 9

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

Explanation of Responses:

1. The Class B Common Stock is convertible into the Issuer's Common Stock on a 1-for-1 basis upon the close of the Issuer's initial public offering.

2. Consists of 2,430,157 shares held directly by RTW Master Fund, Ltd. and 369,753 shares held by RTW Innovation Master Fund, Ltd.

3. The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. (the "Funds"), which are investment funds managed by RTW, and (ii) Roderick Wong, M.D who serves as the Managing Partner and Chief Investment Officer of RTW. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed to be a beneficial owner of securities owned or controlled by RTW. Each of RTW and Dr. Wong disclaim beneficial ownership of the reported securities held by the Funds, except to the extent of its or his pecuniary interest therein.

	RTW Investments, LP By: /s/ Roderick Wong, Managing Partner	06/18/2019
	Roderick Wong By: /s/ Roderick Wong	06/18/2019
	** 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).
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