Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Carisma Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

14216R 101

(CUSIP Number)

Trustees of the University of Pennsylvania

2929 Walnut Street, Suite 300

Philadelphia, PA 19104

(215) 898-1903

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 15, 2023

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 428304307

 

1		Names of Reporting Persons     Trustees of the University of Pennsylvania
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Pennsylvania

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     1,252,107
				8		Shared Voting Power     0
				9		Sole Dispositive Power     1,252,107
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     1,252,107
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     3.10%(1)
14		Type of Reporting Person     CO

 

(1)	As more fully described in the responses to Items 3 through 6 of this Schedule 13D, based on approximately 40,356,806 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 6, 2023.

EXPLANATORY NOTE

This Amendment No. 1 (Amendment) to Schedule 13D is filed by The Trustees of the University of Pennsylvania (the Reporting Person) with respect to the common stock, par value $0.001 (Common Stock) of Carisma Therapeutics, Inc. a Delaware corporation (the Issuer), originally filed on behalf of the Reporting Person with the United States Securities and Exchange Commission (the SEC) on March 17, 2023 (the Original Schedule 13D) to amend and restate the disclosures provided in Items 5(a) (c) of the Original Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D.

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D.

Item 5. Interest in Securities of the Issuer.

The disclosures provided in Item 5(a) (c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

(a) and (b) Items 7 to 11 of the cover pages of this Schedule 13D are incorporated herein by reference.

(c) The transactions effected by the Reporting Person in respect of Common Stock since the most recent filing of the Reporting Person on Schedule 13D are set forth on the below table. All transactions below were effected by the Reporting Person in open market transactions at prevailing markets prices.

 

Transaction Date		Price Per Share		Number of Shares		Transaction
9/13/2023		5.0000		2,762		Sale
9/13/2023		4.8242		19,884		Sale
9/14/2023		4.7232		23,043		Sale
9/15/2023		4.8628		43,683		Sale
9/15/2023		5.0133		600		Sale
9/18/2023		5.0000		200		Sale
9/18/2023		4.8095		29,462		Sale
9/19/2023		4.6000		35,380		Sale
9/20/2023		4.5610		32,801		Sale
9/21/2023		3.9681		61,003		Sale
9/22/2023		3.9459		38,669		Sale
9/22/2023		4.0700		80		Sale
9/25/2023		4.0992		23,908		Sale
9/26/2023		4.2474		13,741		Sale
9/27/2023		4.4373		41,186		Sale
9/28/2023		4.3725		27,254		Sale
9/29/2023		4.2700		29,312		Sale
10/2/2023		4.2569		11,299		Sale
10/9/2023		4.3295		16,382		Sale
10/10/2023		4.3141		22,530		Sale
10/11/2023		4.1729		82,680		Sale
10/12/2023		3.5780		57,745		Sale
10/13/2023		3.4588		57,547		Sale
10/16/2023		3.3783		38,638		Sale
10/17/2023		3.3855		42,968		Sale
10/18/2023		3.0518		42,889		Sale
10/19/2023		2.9741		28,615		Sale
10/20/2023		2.8496		25,963		Sale
10/23/2023		2.7788		40,794		Sale
10/24/2023		2.8627		27,662		Sale
10/25/2023		2.7829		12,025		Sale

SIGNATURE

After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: January 26, 2024