Item 1. | |
(a) | Name of issuer:
PepGen Inc. |
(b) | Address of issuer's principal executive
offices:
1 Marina Park Drive, Suite 900, Boston, MA 02210 |
Item 2. | |
(a) | Name of person filing:
Suvretta Capital Management, LLC
Averill Master Fund, Ltd.
Aaron Cowen |
(b) | Address or principal business office or, if
none, residence:
Suvretta Capital Management, LLC
540 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Averill Master Fund, Ltd.
c/o Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Aaron Cowen
c/o Suvretta Capital Management, LLC
540 Madison Avenue, 7th Floor
New York, New York 10022 |
(c) | Citizenship:
Suvretta Capital Management, LLC - Delaware
Averill Master Fund, Ltd. - Cayman Islands
Aaron Cowen - United States |
(d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
(e) | CUSIP No.:
713317105 |
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:
Suvretta Capital Management, LLC - 1174321
Averill Master Fund, Ltd. - 1174321
Aaron Cowen - 1174321 |
(b) | Percent of class:
Suvretta Capital Management, LLC - 3.6%
Averill Master Fund, Ltd. - 3.6%
Aaron Cowen - 3.6% % |
(c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
Suvretta Capital Management, LLC - 0
Averill Master Fund, Ltd. - 0
Aaron Cowen - 0
|
| (ii) Shared power to vote or to direct the
vote:
Suvretta Capital Management, LLC - 1174321
Averill Master Fund, Ltd. - 1174321
Aaron Cowen - 1174321
|
| (iii) Sole power to dispose or to direct the
disposition of:
Suvretta Capital Management, LLC - 0
Averill Master Fund, Ltd. - 0
Aaron Cowen - 0
|
| (iv) Shared power to dispose or to direct the
disposition of:
Suvretta Capital Management, LLC - 1174321
Averill Master Fund, Ltd. - 1174321
Aaron Cowen - 1174321
|
Item 5. | Ownership of 5 Percent or Less of a Class. |
| ![Checkbox checked](/img/sec/box-checked.jpg)
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.
Please see Exhibit B attached hereto. |
Item 8. | Identification and Classification of Members
of the Group. |
|
Not Applicable
|
Item 9. | Notice of Dissolution of Group. |
|
Not Applicable
|