| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Rapport Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
75383L102 (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. | 75383L102 |
| 1 | Names of Reporting Persons Third Rock Ventures V, 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 7,135,233.00 | ||||||||
| 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) 19.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 75383L102 |
| 1 | Names of Reporting Persons Third Rock Ventures GP V, 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 7,135,233.00 | ||||||||
| 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) 19.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 75383L102 |
| 1 | Names of Reporting Persons TRV GP V, 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 7,135,233.00 | ||||||||
| 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) 19.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 75383L102 |
| 1 | Names of Reporting Persons Third Rock Ventures VI, 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 969,218.00 | ||||||||
| 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) 2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 75383L102 |
| 1 | Names of Reporting Persons Third Rock Ventures GP VI, 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 969,218.00 | ||||||||
| 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) 2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 75383L102 |
| 1 | Names of Reporting Persons TRV GP VI, 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 969,218.00 | ||||||||
| 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) 2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Rapport Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive
offices: 1325 Boylston Street, Suite 401, Boston, MA 02215 | |
| Item 2. | ||
| (a) | Name of person filing: (i) Third Rock Ventures V, L.P. ("TRV V");
(ii) Third Rock Ventures GP V, L.P. ("TRV GP V"), which is the sole general partner of TRV V;
(iii) TRV GP V, LLC ("TRV GP V LLC"), which is the sole general partner of TRV GP V;
(iv) Third Rock Ventures VI, L.P. ("TRV VI");
(v) Third Rock Ventures GP VI, L.P. ("TRV GP VI"), which is the sole general partner of TRV VI; and
(vi) TRV GP VI, LLC ("TRV GP VI LLC"), which is the sole general partner of TRV GP VI. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is Third Rock Ventures, LLC, 201 Brookline Ave, Suite 1401, Boston, MA 02215. | |
| (c) | Citizenship: Each of TRV V, TRV GP V, TRV VI and TRV GP VI is a Delaware limited partnership. Each of TRV GP V LLC and TRV GP VI LLC is a Delaware limited liability company. | |
| (d) | Title of class of securities: Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.: 75383L102 | |
| 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: (i) TRV V directly owns 7,135,233 shares of Common Stock (the "V Shares")
(ii) TRV GP V is the general partner of TRV V and may be deemed to beneficially own the V Shares.
(iii) TRV GP V LLC is the general partner of TRV GP V and may be deemed to beneficially own the V Shares.
(iv) TRV VI directly owns 969,218 shares of Common Stock (the "VI Shares").
(v) TRV GP VI is the general partner of TRV VI and may be deemed to beneficially own the VI Shares.
(vi) TRV GP VI LLC is the general partner of TRV GP VI and may be deemed to beneficially own the VI Shares.
Each of TRV V, TRV GP V, and TRV GP V LLC, on the one hand, and TRV VI, TRV GP VI and TRV GP VI LLC, on the other hand, disclaim the existence of a "group" for purposes of Rule 13d-5 of the Securities Exchange Act of 1934, as amended, and nothing contained in this report shall be deemed an admission that any such group exists or may exist. | |
| (b) | Percent of class: The V shares represent approximately 19.5% of the outstanding shares of Common Stock.
The VI shares represent approximately 2.7% of the outstanding shares of Common Stock.
The percent of class was calculated based on 36,576,457 shares of common stock issued and outstanding as of November 6, 2024, as disclosed in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 7, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: TRV V - 0
TRV GP V - 0
TRV GP V LLC - 0
TRV VI - 0
TRV GP VI - 0
TRV GP VI LLC - 0 | ||
| (ii) Shared power to vote or to direct the
vote: TRV V - 7,135,233 shares
TRV GP V - 7,135,233 shares
TRV GP V LLC - 7,135,233 shares
TRV VI - 969,218 shares
TRV GP VI - 969,218 shares
TRV GP VI LLC - 969,218 shares | ||
| (iii) Sole power to dispose or to direct the
disposition of: TRV V - 0
TRV GP V - 0
TRV GP V LLC - 0
TRV VI - 0
TRV GP VI - 0
TRV GP VI LLC - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: TRV V - 7,135,233 shares
TRV GP V - 7,135,233 shares
TRV GP V LLC - 7,135,233 shares
TRV VI - 969,218 shares
TRV GP VI - 969,218 shares
TRV GP VI LLC - 969,218 shares | ||
| 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. | |
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. | Certifications: |
Not Applicable
|
| 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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