| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
RAPT Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
75382E109 (CUSIP Number) |
12/27/2024 (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. | 75382E109 |
| 1 | Names of Reporting Persons Medicxi IV LP | ||||||||
| 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 JERSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 21,977,977.00 | ||||||||
| 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) 16.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 75382E109 |
| 1 | Names of Reporting Persons Medicxi Co-Invest IV LP | ||||||||
| 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 JERSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 374,023.00 | ||||||||
| 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) 0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 75382E109 |
| 1 | Names of Reporting Persons Medicxi IV GP Limited | ||||||||
| 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 JERSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 22,352,000.00 | ||||||||
| 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) 16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 75382E109 |
| 1 | Names of Reporting Persons Medicxi Ventures Management (Jersey) Limited | ||||||||
| 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 JERSEY | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 22,352,000.00 | ||||||||
| 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) 16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: RAPT Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive
offices: 561 Eccles Avenue, South San Francisco, California 94080 | |
| Item 2. | ||
| (a) | Name of person filing: (i) Medicxi IV LP ("Medicxi IV");
(ii) Medicxi Co-Invest IV LP ("Medicxi Co-Invest" and together with Medicxi IV, the "Medicxi IV Funds");
(iii) Medicxi IV GP Limited ("Medicxi IV GP"); and
(iv) Medicxi Ventures Management (Jersey) Limited ("Medicxi Manager"). | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is c/o CSC Fund Services (Jersey) Limited, 44 Esplanade, St. Helier, Jersey JE4 9WG. | |
| (c) | Citizenship: Each of the Reporting Persons is organized under the laws of Jersey. | |
| (d) | Title of class of securities: Common Stock, $0.0001 par value | |
| (e) | CUSIP No.: 75382E109 | |
| 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: The information set forth in rows 5 through 11 of the cover pages to this Schedule 13G is incorporated by reference. The reported percentages are based upon 132,006,828 shares of Common Stock outstanding as of December 27, 2024, as provided by the Issuer to the Reporting Persons.
Medicxi IV directly owns 21,977,977 shares of Common Stock, which represents approximately 16.6% of the outstanding shares of Common Stock, and Medicxi Co-Invest directly owns 374,023 shares of Common Stock, which represents approximately 0.3% of the outstanding shares of Common Stock. Medicxi IV GP, as the general partner of each of the Medicxi IV Funds, and Medicxi Manager, as the appointed manager of each of the Medicxi IV Funds, may be deemed to beneficially own the shares 22,352,000 shares of Common Stock held by the Medicxi IV Funds, which represents approximately 16.9% of the outstanding shares of Common Stock. | |
| (b) | Percent of class: See above. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: (1) Medicxi IV: 21,977,977 shares of Common Stock;
(2) Medicxi Co-Invest: 374,023 shares of Common Stock;
(3) Medicxi IV GP: 22,352,000 shares of Common Stock; and
(4) Medicxi Manager: 22,352,000 shares of Common Stock. | ||
| (ii) Shared power to vote or to direct the
vote: None. | ||
| (iii) Sole power to dispose or to direct the
disposition of: (1) Medicxi IV: 21,977,977 shares of Common Stock;
(2) Medicxi Co-Invest: 374,023 shares of Common Stock;
(3) Medicxi IV GP: 22,352,000 shares of Common Stock; and
(4) Medicxi Manager: 22,352,000 shares of Common Stock. | ||
| (iv) Shared power to dispose or to direct the
disposition of: None. | ||
| 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: |
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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