SEC Form 3 · accession 0001144204-15-047532
Neurogene Inc. · NGNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Julian Baker
10% Owner
Felix Baker
10% Owner
BAKER BROS. ADVISORS LP
10% Owner
Baker Brothers Life Sciences LP
10% Owner
667, L.P.
10% Owner
Baker Bros. Advisors (GP) LLC
10% Owner
Period of report
Aug 7, 2015
Accepted (ET)
Aug 10, 2015 · 8:18 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404644
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3 | holding | — | — | — | 458,665 | I | See Footnote | |
| Common StockF2,F3 | holding | — | — | — | 3,808,635 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 458,665 shares of Common Stock of the Issuer beneficially owned by 667, L.P. ("667") a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
- F2As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest 3,808,635 shares of Common Stock of the Issuer beneficially owned by Baker Brothers Life Sciences, L.P. ("Life Sciences") a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- F3Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to 667 and Life Sciences(the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.