CARGO Therapeutics, Inc. Common Stock (CRGX) Form 3 CARGO Therapeutics / Gina Chapman 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^*

Chapman Gina

(Last) (First) (Middle)

C/O CARGO THERAPEUTICS, INC.

1900 ALAMEDA DE LAS PULGAS, SUITE 350

(Street)

SAN MATEO CA 94403

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2023

3. Issuer Name and Ticker or Trading Symbol
CARGO Therapeutics, Inc. [ CRGX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Stock	103,905(1)	D

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
Stock Option (Right to Buy)	(2)	04/20/2033	Common Stock	559,656(1)	5.03	D
Stock Option (Right to Buy)	(3)	04/20/2033	Common Stock	169,097(1)	5.03	D
Stock Option (Right to Buy)	(4)	04/20/2033	Common Stock	314,906(1)	5.03	D

Explanation of Responses:

1. Reflects a 1-for-13.5685 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement on November 3, 2023.

2. 25% of the shares subject to the option vest on the first anniversary measured from February 9, 2023 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

3. 25% of the shares subject to the option vest on the first anniversary measured from July 7, 2023 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

4. 25% of the shares subject to the option vest on the first anniversary measured from October 27, 2023 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Halley Gilbert, as attorney-in-fact for Gina Chapman	11/09/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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