SC 13G/A: Neurogene Inc.

AI Summary

SC 13G/A filing by Neurogene Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.000001 — ame of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securiti

Filing Documents

• tm245846d23_sc13ga.htm (SC 13G/A) — 84KB
• tm245846d23_ex99-1.htm (EX-99.1) — 7KB
• 0001104659-24-023789.txt ( ) — 93KB

If

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 Section3(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: __________

Ownership

Item 4. Ownership. (a) Amount beneficially owned: Redmile Group, LLC – 1,050,304* Jeremy C. Green – 1,050,304* Redmile Biopharma Investments I, L.P. – 652,030 (b) Percent of class: Redmile Group, LLC – 8.1%** Jeremy C. Green – 8.1%** Redmile Biopharma Investments I, L.P. – 5.1%*** (c) Number of shares as to which Redmile Group, LLC has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,050,304* (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,050,304* Number of shares as to which Jeremy C. Green has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,050,304* (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,050,304* Number of shares as to which Redmile Biopharma Investments I, L.P. has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 652,030 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 652,030 * Redmile’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of (a) 946,897 shares of Common Stock, and (b) 103,407 shares of Common Stock issuable upon exercise of the Warrants, in each case, owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile, including Redmile Biopharma Investments I, L.P. The Common Stock and the Warrants together may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim benefici

Ownership of Five Percent or Less of a Class

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 person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following

Ownership of More than Five Percent on Behalf of Another Person

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. See the response to Item 4.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. N/A.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. N/A.

Certifications

Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. 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 Redmile Group, LLC By: /s/ Jeremy C. Green Name: Jeremy C. Green Title: Managing Member /s/ Jeremy C. Green Jeremy C. Green Redmile Biopharma Investments I, L.P. By: Redmile Biopharma Investments I (GP), LLC, its general partner By: Redmile Group, LLC, its managing member By: /s/ Jeremy C. Green Name: Jeremy C. Green Title: Managing Member

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