Caribou Biosciences (CRBU) Sees 13D Filing Amendment

TL;DR

CRBU 13D filing amended, ownership change reported.

AI Summary

On December 6, 2024, Rachel E. Haurwitz filed an amendment to Schedule 13D for Caribou Biosciences, Inc. The filing indicates a change in beneficial ownership of the company's common stock. The specific details of the change in ownership and the total number of shares held are not fully detailed in the provided text, but it is an amendment to a previous filing.

Why It Matters

This filing amendment signals a potential shift in significant ownership stakes in Caribou Biosciences, which could influence the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, often indicate significant changes in major shareholder positions, which can lead to increased stock volatility.

Key Numbers

• 20241206 — Filing Date (Date of the Schedule 13D/A amendment filing.)
• July 18, 2023 — Date of Event (The date of the event that required the filing of this statement.)

Key Players & Entities

• Caribou Biosciences, Inc. (company) — Subject Company
• Rachel E. Haurwitz (person) — Filing Person
• CITY CANYON FAMILY TRUST DATED MAY 31, 2021 (company) — Group Member
• FELIX ADLER (person) — Group Member

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o

Filing Documents

• d822535dsc13da.htm (SC 13D/A) — 66KB
• 0001193125-24-272453.txt ( ) — 68KB

of the

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The Reporting Persons anticipate that they may acquire beneficial ownership of additional shares of the Issuers common stock in the near future, and, as a result, may again own in excess of five percent of a class of the Issuers securities. Dr. Haurwitz also holds equity awards, including stock options and RSUs that have not yet vested, and Dr. Haurwitz may be granted additional equity awards by the Issuer in the future. As those equity awards vest, Dr. Haurwitz beneficial ownership of the Issuers common stock may increase. On September 6, 2024, the Trust adopted a 10b5-1 sales plan (the 2024 10b5-1 Plan) pursuant to which over a period of time through December 12, 2025, or an earlier date at which all shares under the 2024 10b5-1 Plan have been sold, up to 540,000 shares of the Issuers common stock held by the Trust may be sold, with a portion of such shares to be sold each month beginning on January 15, 2025, pursuant to the terms of the 2024 10b5-1 Plan and subject to certain pricing limits, share limits, and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended. The Reporting Persons may adopt other 10b5-1 plans from time to time in the future. In addition, Dr. Haurwitz has in place a sell-to-cover arrangement that is intended to qualify as an eligible sell-to-cover transaction (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Act) and is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Act. This sell-to-cover arrangement applies to restricted stock units or performance-based stock units (collectively, RSUs), whether vesting is based on the passage of time and/or the achievement of performance goals, that were previously granted or that could in the future be granted by the Issuer from time to time. This arrangement provides for the automatic sale of shares of common stock that would otherwise be issuable on each settleme

of the Schedule 13D is hereby amended and supplemented as follows

Item 5 of the Schedule 13D is hereby amended and supplemented as follows: (a) and (b) The responses set forth on rows 7 through 13 of the cover pages of this Amendment No. 1, as of the date hereof, are incorporated by reference in this Item 5. (c) None of the Reporting Persons has effected any transactions in the common stock during the past 60 days. CUSIP No. 142038 108 13D/A Page 6 of 7 Pages (e) As a result of the issuance of 19,230,769 shares of common stock in an underwritten public offering (as described in the Issuers Form 8-K filed on July 17, 2023) pursuant to the Issuers effective shelf registration statement on Form S-3 (No. 333-266712), the Reporting Persons ceased to beneficially own in excess of five percent of the Issuers outstanding common stock on July 18, 2023. Accordingly, this Amendment No. 1 constitutes an exit filing for all the Reporting Persons. However, as noted in Item 4, the Reporting Persons may again become the beneficial owners of more than five percent of the Issuers outstanding common stock and, as a result, would again become required to file a Schedule 13D. CUSIP No. 142038 108 13D/A Page 7 of 7 Pages

SIGNATURES

SIGNATURES 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. The City Canyon Family Trust dated May 31, 2021 Date: December 6, 2024 /s/ Rachel E. Haurwitz By: Rachel E. Haurwitz, Co-Trustee Date: December 6, 2024 /s/ Felix Adler By: Felix Adler, Co-Trustee Date: December 6, 2024 /s/ Rachel E. Haurwitz Rachel E. Haurwitz Date: December 6, 2024 /s/ Felix Adler Felix Adler

View Full Filing

View this SC 13D/A filing on SEC EDGAR