Filing Details
- Accession Number:
- 0001104659-24-023975
- Form Type:
- 13G Filing
- Publication Date:
- 2024-02-13 19:00:00
- Filed By:
- Jovan-embiricos Morana
- Company:
- Cullinan Therapeutics Inc.
- Filing Date:
- 2024-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Globeways Holdings Ltd | 0 | 468,696 | 0 | 468,696 | 468,696 | 1.10% |
F | 0 | 66,390 | 0 | 66,390 | 66,390 | 0.16% |
F | 0 | 402,306 | 0 | 402,306 | 402,306 | 0.94% |
Globeways Holdings II Ltd | 0 | 1,013,334 | 0 | 1,013,334 | 1,013,334 | 2.37% |
F | 0 | 622,175 | 0 | 622,175 | 622,175 | 1.45% |
F | 0 | 71,599 | 0 | 71,599 | 71,599 | 0.17% |
F | 0 | 214,798 | 0 | 214,798 | 214,798 | 0.50% |
F | 0 | 104,762 | 0 | 104,762 | 104,762 | 0.24% |
F | 0 | 0 | 0 | 0 | 0 | 0% |
F | 0 | 0 | 0 | 0 | 0 | 0% |
Wolfways Holdings Limited | 0 | 487,628 | 0 | 487,628 | 487,628 | 1.14% |
Morana Jovan-Embiricos | 207,803 | 1,969,658 | 207,803 | 1,969,658 | 2,177,461 | 5.09% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CULLINAN ONCOLOGY, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
230031106
(CUSIP Number)
December 31, 2023
(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) |
x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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. 230031106
1 | NAME OF REPORTING PERSON | ||||
Globeways Holdings Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
468,696 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
468,696 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
468,696 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.10% (3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
(1) Includes (i) 66,390 shares of Common Stock held by F2 Bioscience I 2017 Ltd. and (ii) 402,306 shares of Common Stock held by F2 MG Ltd. Globeways Holdings Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by each of F2 Bioscience I 2017 Ltd. and F2 MG Ltd.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
F2 Bioscience I 2017 Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
66,390 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
66,390 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
66,390 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.16% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
(1) The reported securities are owned directly by F2 Bioscience I 2017 Ltd. Globeways Holdings Ltd. is the appointed manager of F2 Bioscience I 2017 Ltd. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bioscience I 2017 Ltd.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
F2 MG Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
402,306 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
402,306 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
402,306 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.94% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
(1) The reported securities are owned directly by F2 MG Ltd. Globeways Holdings Ltd. is the appointed manager of F2 MG Ltd. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MG Ltd.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
Globeways Holdings II Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
1,013,334 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
1,013,334 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,013,334 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
2.37% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
(1) Includes (i) 622,175 shares of Common Stock held by F2-TPO Investments, LLC, (ii) 71,599 shares of Common Stock held by F2 Bio TD, LLC, (iii) 214,798 shares of Common Stock held by F2 MC, LLC, and (iv) 104,762 shares of Common Stock held by F2 GC, LLC. Globeways Holdings II Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by each of F2-TPO Investments, LLC, F2 Bio TD, LLC, F2 MC, LLC and F2 GC, LLC.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
F2-TPO Investments, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
622,175 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
622,175 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
622,175 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.45% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
(1) The reported securities are owned directly by F2-TPO Investments, LLC. Globeways Holdings II Ltd. is the appointed manager of F2-TPO Investments, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2-TPO Investments, LLC.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
F2 Bio TD, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
71,599 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
71,599 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
71,599 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.17% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
(1) The reported securities are owned directly by F2 Bio TD, LLC. Globeways Holdings Ltd. is the appointed manager of F2 Bio TD, LLC and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Bio TD, LLC.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
F2 MC, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
214,798 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
214,798 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
214,798 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.50% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
(1) The reported securities are owned directly by F2 MC, LLC. Globeways Holdings II Ltd. is the appointed manager of F2 MC, LLC. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 MC, LLC.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
F2 GC, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
104,762 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
104,762 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
104,762 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.24% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
(1) The reported securities are owned directly by F2 GC, LLC. Globeways Holdings II Ltd. is the appointed manager of F2 GC, LLC. and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 GC, LLC.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
F2 Vision Management Sarl | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Luxembourg | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
0 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
(1) The reported securities are owned directly by F2 Vision SCS. F2 Vision Management Sarl is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Vision SCS.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
F2 Vision SCS | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Luxembourg | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
0 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
(1) The reported securities are owned directly by F2 Vision SCS. F2 Vision Management Sarl is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by F2 Vision SCS.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
Wolfways Holdings Limited | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
British Virgin Islands | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
487,628 (1) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
487,628 (1) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
487,628 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.14% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
(1) The reported securities are owned directly by Wolfways Holdings Limited.
(2) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
CUSIP No. 230031106
1 | NAME OF REPORTING PERSON | ||||
Morana Jovan-Embiricos | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||
(a)¨ | |||||
(b)x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United Kingdom | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
207,803 (1) | |||||
6 | SHARED VOTING POWER | ||||
1,969,658 (2)(3)(4) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
207,803 (1) | |||||
8 | SHARED DISPOSITIVE POWER | ||||
1,969,658 (2)(3)(4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,177,461 (1)(2)(3)(4) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.09% (5) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
(1) Includes 207,803 shares of Common Stock directly held by Dr. Morana Jovan-Embiricos.
(2) Includes (i) 66,390 shares of Common Stock held by F2 Bioscience I 2017 Ltd. and (ii) 402,306 shares of Common Stock held by F2 MG Ltd. Globeways Holdings Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by each of F2 Bioscience I 2017 Ltd. and F2 MG Ltd. Dr. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings Ltd. and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways Holdings Ltd.
(3) Includes (i) 622,175 shares of Common Stock held by F2-TPO Investments, LLC, (ii) 71,599 shares of Common Stock held by F2 Bio TD, LLC, (iii) 214,798 shares of Common Stock held by F2 MC, LLC, and (iv) 104,762 shares of Common Stock held by F2 GC, LLC. Globeways Holdings II Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares held by each of F2-TPO Investments, LLC, F2 Bio TD, LLC, F2 MC, LLC and F2 GC, LLC. Dr. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings II Ltd. and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways Holdings II Ltd.
(4) Includes 487,628 shares of Common Stock held by Wolfways Holdings Limited. Dr. Morana Jovan-Embiricos is the founding director of Wolfways Holdings Limited and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Wolfways Holdings Limited.
(5) Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
Item 1.
(a) | Name of Issuer | |
Cullinan Oncology, Inc. | ||
(b) | Address of Issuer’s Principal Executive Offices | |
One Main Street, Suite 1350 Cambridge, MA 02142 | ||
Item 2. | ||
(a) | Names of Persons Filing | |
Globeways Holdings Ltd. F2 Bioscience I 2017 Ltd. F2 MG Ltd. Globeways Holdings II Ltd. F2-TPO Investments, LLC F2 Bio TD, LLC F2 MC, LLC F2 GC, LLC F2 Vision Management Sarl F2 Vision SCS Wolfways Holdings Limited Morana Jovan-Embiricos | ||
(b) | Address of Principal Business office or, if None, Residence | |
Globeways Holdings Ltd. c/o LJ Management (Suisse) SA 7 Rue de la Confederation Geneva 1204 Switzerland
F2 Bioscience I 2017 Ltd. c/o LJ Management (Suisse) SA 7 Rue de la Confederation Geneva 1204 Switzerland
F2 MG Ltd. c/o GISEV (Suisse) SA Contrada di Sassello 2 6900 Lugano Switzerland
Globeways Holdings II Ltd. c/o LJ Management (Suisse) SA 7 Rue de la Confederation Geneva 1204 Switzerland |
F2-TPO Investments, LLC c/o Twin Focus 75 Park Plaza Boston
F2 Bio TD, LLC c/o Twin Focus Boston
F2 MC, LLC c/o Twin Focus Boston
F2 GC, LLC c/o Twin Focus Boston
F2 Vision Management Sarl
F2 Vision SCS
Wolfways Holdings Limited c/o LJ Management (Suisse) SA 7 Rue de la Confederation Geneva 1204 Switzerland
Morana Jovan-Embiricos c/o LJ Management (Suisse) SA 7 Rue de la Confederation Geneva 1204 Switzerland |
(c) | Citizenship | ||
Globeways Holdings Ltd. | British Virgin Islands | ||
F2 Bioscience I 2017 Ltd. | British Virgin Islands | ||
F2 MG Ltd. | British Virgin Islands | ||
Globeways Holdings II Ltd. | British Virgin Islands | ||
F2-TPO Investments, LLC | Delaware | ||
F2 Bio TD, LLC | Delaware | ||
F2 MC, LLC | Delaware | ||
F2 GC, LLC | Delaware | ||
F2 Vision Management Sarl | Luxembourg | ||
F2 Vision SCS | Luxembourg | ||
Wolfways Holdings Limited | British Virgin Islands | ||
Morana Jovan-Embiricos | United Kingdom |
(d) | Title of Class of Securities | |
Common Stock, par value $0.0001 per share | ||
(e) | CUSIP Number | |
230031106 |
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); | |
(k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. | Ownership. |
(a) and (b) Amount beneficially owned:
(i) | F2 Bioscience I 2017 Ltd. directly owns 66,390 shares of Common Stock, which represents approximately 0.16% of the outstanding shares of Common Stock. |
(ii) | F2 MG Ltd. directly owns 402,306 shares of Common Stock, which represents approximately 0.94% of the outstanding shares of Common Stock. |
(iii) | F2-TPO Investments, LLC directly owns 622,175 shares of Common Stock, which represents approximately 1.45% of the outstanding shares of Common Stock. |
(iv) | F2 Bio TD, LLC directly owns 71,599 shares of Common Stock, which represents approximately 0.17% of the outstanding Common Stock. |
(v) | F2 MC, LLC directly owns 214,798 shares of Common Stock, which represents approximately 0.50% of the outstanding shares of Common Stock. |
(vi) | F2 GC, LLC directly owns 104,762 shares of Common Stock, which represents approximately 0.24% of the outstanding shares of Common Stock. |
(vii) | F2 Vision SCS no longer owns shares of Common Stock. |
(viii) | Wolfways Holdings Limited directly owns 487,628 shares of Common Stock, which represents approximately 1.14% of the outstanding shares of Common Stock. |
(ix) | Globeways Holdings Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares of Common Stock held by F2 Bioscience I 2017 Ltd. and F2 MG Ltd. In addition, Thus, Globeways Holdings Ltd. may be deemed to beneficially own 468,696 shares of Common Stock, which represents approximately 1.10% of the outstanding shares of Common Stock. |
(x) | Globeways Holdings II Ltd. is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares of Common Stock held by F2-TPO Investments, LLC, F2 Bio TD, LLC, F2 MC, LLC and F2 GC, LLC. Thus, Globeways Holdings II Ltd. may be deemed to beneficially own 1,013,334 shares of Common Stock, which represents approximately 2.37% of the outstanding shares of Common Stock. |
(xi) | F2 Vision Management Sarl is the appointed manager of and has sole power to vote upon the acquisition, holding and disposal of all shares of Common Stock held by F2 Vision SCS. F2 Vision SCS no longer owns shares of Common Stock and, thus, F2 Vision Management Sarl does not beneficially own shares of Common Stock. |
(xii) | Dr. Morana Jovan-Embiricos is the founding director and shareholder of Globeways Holdings Ltd., Globeways Holdings II Ltd. and Wolfways Holdings Limited, and has the sole power to vote upon the acquisition, holding and disposal of all shares held by Globeways Holdings Ltd., Globeways Holdings II Ltd. and Wolfways Holdings Limited. In addition, Dr. Jovan-Embiricos directly holds 207,803 shares of Common Stock. Thus, Dr. Jovan-Embiricos may be deemed to beneficially own 2,177,461 shares of Common Stock, which represents approximately 5.09% of the outstanding shares of Common Stock. |
(c) Number of shares as to which such person has:
Number of Shares of Common Stock | ||||||||||||||||
Reporting Person | (i) | (ii) | (iii) | (iv) | ||||||||||||
F2 Bioscience I 2017 Ltd. | 0 | 66,390 | 0 | 66,390 | ||||||||||||
F2 MG Ltd. | 0 | 402,306 | 0 | 402,306 | ||||||||||||
F2-TPO Investments, LLC | 0 | 622,175 | 0 | 622,175 | ||||||||||||
F2 Bio TD, LLC | 0 | 71,599 | 0 | 71,599 | ||||||||||||
F2 MC, LLC | 0 | 214,798 | 0 | 214,798 | ||||||||||||
F2 GC, LLC | 0 | 104,762 | 0 | 104,762 | ||||||||||||
F2 Vision SCS | 0 | 0 | 0 | 0 | ||||||||||||
Wolfways Holdings Limited | 0 | 487,628 | 0 | 487,628 | ||||||||||||
Globeways Holdings Ltd. | 0 | 468,696 | 0 | 468,696 | ||||||||||||
Globeways Holdings II Ltd. | 0 | 1,013,334 | 0 | 1,013,334 | ||||||||||||
F2 Vision Management Sarl | 0 | 0 | 0 | 0 | ||||||||||||
Morana Jovan-Embiricos | 207,803 | 1,969,658 | 207,803 | 1,969,658 |
(i) | Sole power to vote or direct the vote |
(ii) | Shared power to vote or to direct the vote |
(iii) | Sole power to dispose or to direct the disposition of |
(iv) | Shared power to dispose or to direct the disposition of |
Percentage based on 42,780,644 shares of Common Stock outstanding as of October 31, 2023, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023.
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A | |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
N/A | |
Item 8. | Identification and Classification of Members of the Group. |
N/A | |
Item 9. | Notice of Dissolution of Group. |
N/A | |
Item 10. | Certifications. |
N/A |
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.
Date: February 14, 2024
GLOBEWAYS HOLDINGS LTD. | ||
By: | /s/ Morana Jovan-Embiricos | |
Name: Morana Jovan-Embiricos | ||
Title: Director | ||
F2 BIOSCIENCE I 2017 LTD. | ||
By: | /s/ Rachel Higham and Robert Burton | |
Names: Rachel Higham and Robert Burton | ||
Titles: Directors | ||
F2 MG LTD. | ||
By: | /s/ Achille Gregory Severgnini | |
Names: Achille Gregory Severgnini | ||
Titles: Director | ||
GLOBEWAYS HOLDINGS II LTD. | ||
By: | /s/ Morana Jovan-Embiricos | |
Name: Morana Jovan-Embiricos | ||
Title: Director | ||
F2-TPO INVESTMENTS LLC | ||
By: | /s/ Morana Jovan-Embiricos | |
Name: Morana Jovan-Embiricos | ||
Title: Director | ||
F2 BIO TD, LLC | ||
By: | /s/ Morana Jovan-Embiricos | |
Name: Morana Jovan-Embiricos | ||
Title: Director | ||
F2 MC, LLC | ||
By: | /s/ Morana Jovan-Embiricos | |
Name: Morana Jovan-Embiricos | ||
Title: Director | ||
F2 GC, LLC | ||
By: | /s/ Morana Jovan-Embiricos | |
Name: Morana Jovan-Embiricos | ||
Title: Director |
F2 VISION MANAGEMENT SARL | ||
By: | /s/ Alain Renard and Christian Francois | |
Name: Alain Renard and Christian Francois | ||
Title: Directors | ||
F2 VISION SCS | ||
By: | /s/ Alain Renard and Christian Francois | |
Name: Alain Renard and Christian Francois | ||
Title: Directors | ||
WOLFWAYS HOLDINGS LIMITED | ||
By: | /s/ Morana Jovan-Embiricos | |
Names: Morana Jovan-Embiricos | ||
Titles: Director | ||
/s/ Morana Jovan-Embiricos | ||
Morana Jovan-Embiricos |