Longitude Capital Boosts Ceribell Stake to 20.1%
Ticker: CBLL · Form: SC 13D · Filed: Oct 22, 2024 · CIK: 1861107
Sentiment: neutral
Topics: beneficial-ownership, private-placement, significant-stake
TL;DR
**Longitude Capital now owns 20.1% of Ceribell after private placement.**
AI Summary
On October 22, 2024, Longitude Capital Partners IV, L.P. and related entities, including Juliet Tammenoms Bakker and Patrick G. Enright, reported a change in beneficial ownership of Ceribell, Inc. They now hold 10,000,000 shares of common stock, representing 20.1% of the outstanding shares, acquired through a private placement transaction.
Why It Matters
This filing indicates a significant investment by a major shareholder in Ceribell, Inc., potentially signaling confidence in the company's future prospects or a strategic move by the investor.
Risk Assessment
Risk Level: medium — The filing indicates a significant ownership stake by a single entity, which could lead to concentrated influence or potential future strategic actions impacting the stock.
Key Numbers
- 10,000,000 — Shares Owned (Represents 20.1% of outstanding shares)
- 20.1% — Ownership Percentage (Indicates significant control by Longitude Capital)
Key Players & Entities
- Ceribell, Inc. (company) — Subject Company
- Longitude Capital Partners IV, L.P. (company) — Filing Entity
- Juliet Tammenoms Bakker (person) — Group Member
- Patrick G. Enright (person) — Managing Member and Group Member
- 10,000,000 shares (dollar_amount) — Shares Owned
- 20.1% (dollar_amount) — Percentage Owned
FAQ
What was the date of the reported change in beneficial ownership?
The date of the change in beneficial ownership was October 22, 2024.
Who are the primary entities filing this Schedule 13D?
The primary entities filing are Longitude Capital Partners IV, L.P., Juliet Tammenoms Bakker, and Patrick G. Enright.
How many shares of Ceribell, Inc. common stock do these entities now beneficially own?
These entities now beneficially own 10,000,000 shares of Ceribell, Inc. common stock.
What percentage of Ceribell, Inc. does this ownership represent?
This ownership represents 20.1% of the outstanding shares of Ceribell, Inc.
What is the business address of Ceribell, Inc.?
The business address of Ceribell, Inc. is 360 N. Pastoria Avenue, Sunnyvale, CA 94085.
Filing Stats: 3,195 words · 13 min read · ~11 pages · Grade level 13.1 · Accepted 2024-10-22 16:20:26
Key Financial Figures
- $0.001 — INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o
- $11.49 — preferred stock for a purchase price of $11.49 per share and an aggregate purchase pri
- $20.0 million — gregate purchase price of approximately $20.0 million. In September 2022, LVPIV purchased 3
- $4.6 million — gregate purchase price of approximately $4.6 million. In October 2022, LVPIV purchased 97,
- $1.1 million — gregate purchase price of approximately $1.1 million. On October 15, 2024, effective upon
- $17.00 — rs Common Stock for a purchase price of $17.00 per share and an aggregate purchase pri
- $4,032,978 — hare and an aggregate purchase price of $4,032,978. All shares of the capital stock of t
Filing Documents
- d846568dsc13d.htm (SC 13D) — 91KB
- d846568dex991.htm (EX-99.1) — 5KB
- 0001193125-24-241076.txt ( ) — 98KB
From the Filing
SC 13D 1 d846568dsc13d.htm SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.) CERIBELL, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 15678C102 (CUSIP Number) Patrick G. Enright Managing Member Longitude Capital Partners IV, LLC 2740 Sand Hill Road, 2nd Floor Menlo Park, CA 94025 (650) 854-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 2024 (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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). (Continued on following pages) CUSIP No. 15678C102 13D 1 NAMES OF REPORTING PERSONS Longitude Capital Partners IV, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)(b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (see instructions) AF 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 2,475,110 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,475,110 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,110 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.0% (2) 14 TYPE OF REPORTING PERSON (see instructions) OO (1) All shares are held of record by LVPIV (as defined in Item 2(a) below). LCPIV (as defined in Item 2(a) below) is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker, a member of the Issuers board of directors, are the managing members of LCPIV and may each be deemed to share voting, investment and dispositive power with respect to these securities. (2) Based on 35,609,563 shares of Common Stock outstanding (including the underwriters exercise of their option to purchase 1,590,909 additional shares), as reported by the Issuer in its final prospectus dated October 10, 2024 and filed with the Securities and Exchange Commission (the Commission ) on October 11, 2024 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the Prospectus ). CUSIP No. 15678C102 13D 1 NAMES OF REPORTING PERSONS Longitude Venture Partners IV, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)(b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (see instructions) WC 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 2,475,110 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,475,110 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,475,110 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.0% (2) 14 TYPE OF REPORTING PERSON (see instructions) PN (1) All shares are held of record by LVPIV. LCPIV is the general partner of LVPIV and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker, a member of the Issuers board of directors, are the managing members of LCPIV and may each be deemed to share voting, investment and dispositive power with respect to these securities. (2) Based on 35,609,563 shares of Common Stock outstanding (including the underwriters exercise of their option to purchase 1,590,909 additional shares), as reported by the Issuer in its Prospectus. CUSIP No. 15678C102 13D 1 NAMES OF REPORTING PERSONS Patrick G. Enright 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)(b