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

• tm2429716d1_sc13ga.htm (SC 13G/A) — 64KB
• 0001104659-24-123711.txt ( ) — 66KB

From the Filing

SC 13G/A 1 tm2429716d1_sc13ga.htm SC 13G/A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Neurogene Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 64135M 10 5 (CUSIP Number) November 25, 2024 (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) ¨ 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. 64135M 10 5 1. Names of Reporting Persons Samsara BioCapital, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) (1) 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 1,717,127 shares (2) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,717,127 shares (2) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,717,127 shares (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 11.6% (3) 12. Type of Reporting Person (See Instructions) PN (1) This Schedule 13G is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”) and Dr. Srinivas Akkaraju (“Akkaraju”) (and together with Samsara LP and Samsara GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. (2) Consists of 1,717,127 shares of Common Stock held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP. (3) This percentage is calculated based on 14,854,725 shares of Common Stock outstanding as of November 13, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed on November 18, 2024 with the Securities and Exchange Commission. CUSIP No. 64135M 10 5 1. Names of Reporting Persons Samsara BioCapital GP, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) (1) 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 1,717,127 shares (2) 7. Sole Dispositive Power 0 8. Shared Dispositive Power 1,717,127 shares (2) 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,717,127 shares (2) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o 11. Percent of Class Represented by Amount in Row (9) 11.6% (3) 12. Type of Reporting Person (See Instructions) OO (1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. (2) Consists of 1,717,127 shares of Common Stock held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP. (3) This percentage is calculated based on 14,854,725 shares of Common Stock outstanding as of November 13, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed on November 18, 2024 with the Securities and Exchange Commission. CUSIP No. 64135M 10 5 1. Names of Reporting Persons Dr. Srinivas Akkaraju 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) (1) 3. SEC Use Only 4. Citizenship or Place of Organization United States of America Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 1,717,127 shares (2) 7. Sole Dispositive Powe

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