Sec Form 13G Filing - Artal International S.C.A. filing for GOSSAMER BIO INC (GOSS) - 2024-01-11

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.

  NAMES OF REPORTING PERSONS

  Invus Public Equities, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Bermuda

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,108,880*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  13,108,880*

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,108,880*

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8%*

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  PN

Invus Public Equities, L.P. (“Invus Public Equities”) directly holds 12,058,968 shares of common stock, par value $0.0001 per share (the “Common Stock”), call options exercisable for 207,000 shares of Common Stock and warrants (“Warrants”) to purchase up to 842,912 shares of Common Stock, subject to a 4.99% beneficial ownership limitation in the Warrants. As a result, as of December 14, 2023, the Warrants were not exercisable and Reporting Persons beneficially owned an aggregate of 12,265,968 shares of Common Stock, consisting of (i) 12,058,968 shares of Common Stock and (ii) call options exercisable for 207,000 shares of Common Stock. Pursuant to a notice delivered to the Issuer by Reporting Persons on January 8, 2024, effective as of March 9, 2024, the beneficial ownership limitation will be increased to 9.99% such that Invus Public Equities will be prohibited from exercising such Warrants if, as a result of such exercise, Invus Public Equities, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. Calculations are based on 225,409,314 shares of Common Stock outstanding as of November 3, 2023, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and assume the exercise of the Warrants by Reporting Persons. Beneficial ownership reported as of the date hereof. See Item 4.

  NAMES OF REPORTING PERSONS

  Invus Public Equities Advisors, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,108,880*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  13,108,880*

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,108,880*

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8%*

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Invus Public Equities, L.P. (“Invus Public Equities”) directly holds 12,058,968 shares of common st ock, par value $0.0001 per share (the “Common Stock”), call options exercisable for 207,000 shares of Common Stock and warrants (“Warrants”) to purchase up to 842,912 shares of Common Stock, subject to a 4.99% beneficial ownership limitation in the Warrants. As a result, as of December 14, 2023, the Warrants were not exercisable and Reporting Persons beneficially owned an aggregate of 12,265,968 shares of Common Stock, consisting of (i) 12,058,968 shares of Common Stock and (ii) call options exercisable for 207,000 shares of Common Stock. Pursuant to a notice delivered to the Issuer by Reporting Persons on January 8, 2024, effective as of March 9, 2024, the beneficial ownership limitation will be increased to 9.99% such that Invus Public Equities will be prohibited from exercising such Warrants if, as a result of such exercise, Invus Public Equities, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. Calculations are based on 225,409,314 shares of Common Stock outstanding as of November 3, 2023, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and assume the exercise of the Warrants by Reporting Persons. Beneficial ownership reported as of the date hereof. See Item 4.

  NAMES OF REPORTING PERSONS

  Artal International S.C.A.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Luxembourg

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,108,880*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  13,108,880*

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,108,880*

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8%*

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Invus Public Equities, L.P. (“Invus Public Equities”) directly holds 12,058,968 shares of common stock, par value $0.0001 per share (the “Common Stock”), call options exercisable for 207,000 shares of Common Stock and warrants (“Warrants”) to purchase up to 842,912 shares of Common Stock, subject to a 4.99% beneficial ownership limitation in the Warrants. As a result, as of December 14, 2023, the Warrants were not exercisable and Reporting Persons beneficially owned an aggregate of 12,265,968 shares of Common Stock, consisting of (i) 12,058,968 shares of Common Stock and (ii) call options exercisable for 207,000 shares of Common Stock. Pursuant to a notice delivered to the Issuer by Reporting Persons on January 8, 2024, effective as of March 9, 2024, the beneficial ownership limitation will be increased to 9.99% such that Invus Public Equities will be prohibited from exercising such Warrants if, as a result of such exercise, Invus Public Equities, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. Calculations are based on 225,409,314 shares of Common Stock outstanding as of November 3, 2023, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and assume the exercise of the Warrants by Reporting Persons. Beneficial ownership reported as of the date hereof. See Ite m 4.

  NAMES OF REPORTING PERSONS

  Artal International Management S.A.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Luxembourg

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,108,880*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  13,108,880*

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,108,880*

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8%*

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Invus Public Equities, L.P. (“Invus Public Equities”) directly holds 12,058,968 shares of common stock, par value $0.0001 per share (the “Common Stock”), call options exercisable for 207,000 shares of Common Stock and warrants (“Warrants”) to purchase up to 842,912 shares of Common Stock, subject to a 4.99% beneficial ownership limitation in the Warrants. As a result, as of December 14, 2023, the Warrants were not exercisable and Reporting Persons beneficially owned an aggregate of 12,265,968 shares of Common Stock, consisting of (i) 12,058,968 shares of Common Stock and (ii) call options exercisable for 207,000 shares of Common Stock. Pursuant to a notice delivered to the Issuer by Reporting Persons on January 8, 2024, effective as of March 9, 2024, the beneficial ownership limitation will be increased to 9.99% such that Invus Public Equities will be prohibited from exercising such Warrants if, as a result of such exercise, Invus Public Equities, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. Calculations are based on 225,409,314 shares of Common Stock outstanding as of November 3, 2023, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and assume the exercise of the Warrants by Reporting Persons. Beneficial ownership reported as of the date hereof. See Item 4.

  NAMES OF REPORTING PERSONS

  Artal Group S.A.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Luxembourg

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,108,880*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  13,108,880*

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,108,880*

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8%*

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Invus Public Equities, L.P. (“Invus Public Equities”) directly holds 12,058,968 shares of common stock, par value $0.0001 per share (the “Common Stock”), call options exercisable for 207,000 shares of Common Stock and warrants (“Warrants”) to purchase up to 842,912 shares of Common Stock, subject to a 4.99% beneficial ownership limitation in the Warrants. As a result, as of December 14, 2023, the Warrants were not exercisable and Reporting Persons beneficially owned an aggregate of 12,265,968 shares of Common Stock, consisting of (i) 12,058,968 shares of Common Stock and (ii) call options exercisable for 207,000 shares of Common Stock. Pursuant to a notice delivered to the Issuer by Reporting Persons on January 8, 2024, effective as of March 9, 2024, the beneficial ownership limitation will be increased to 9.99% such that Invus Public Equities will be prohibited from exercising such Warrants if, as a result of such exercise, Invus Public Equities, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. Calculations are based on 225,409,314 shares of Common Stock outstanding as of November 3, 2023, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and assume the exercise of the Warrants by Reporting Persons. Beneficial ownership reported as of the date hereof. See Item 4.

  NAMES OF REPORTING PERSONS

  Westend S.A.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Luxembourg

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,108,880*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  13,108,880*

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,108,880*

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8%*

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Invus Public Equities, L.P. (“Invus Public Equities”) directly holds 12,058,968 shares of common stock, par value $0.0001 per share (the “Common Stock”), call options exercisable for 207,000 shares of Common Stock and warrants (“Warrants”) to purchase up to 842,912 shares of Common Stock, subject to a 4.99% beneficial ownership limitation in the Warrants. As a result, as of December 14, 2023, the Warrants were not exercisable and Reporting Persons beneficially owned an aggregate of 12,265,968 shares of Common Stock, consisting of (i) 12,058,968 shares of Common Stock and (ii) call options exercisable for 207,000 shares of Common Stock. Pursuant to a notice delivered to the Issuer by Reporting Persons on January 8, 2024, effective as of March 9, 2024, the beneficial ownership limitation will be increased to 9.99% such that Invus Public Equities will be prohibited from exercising such Warrants if, as a result of such exercise, Invus Public Equities, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. Calculations are based on 225,409,314 shares of Common Stock outstanding as of November 3, 2023, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and assume the exercise of the Warrants by Reporting Persons. Beneficial ownership reported as of the date hereof. See Item 4.

  NAMES OF REPORTING PERSONS

  Stichting Administratiekantoor Westend

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  The Netherlands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,108,880*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  13,108,880*

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,108,880*

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8%*

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

Invus Public Equities, L.P. (“Invus Public Equities”) directly holds 12,058,968 shares of common stock, par value $0.0001 per share (the “Common Stock”), call options exercisable for 207,000 shares of Common Stock and warrants (“Warrants”) to purchase up to 842,912 shares of Common Stock, subject to a 4.99% beneficial ownership limitation in the Warrants. As a result, as of December 14, 2023, the Warrants were not exercisable and Reporting Persons beneficially owned an aggregate of 12,265,968 shares of Common Stock, consisting of (i) 12,058,968 shares of Common Stock and (ii) call options exercisable for 207,000 shares of Common Stock. Pursuant to a notice delivered to the Issuer by Reporting Persons on January 8, 2024, effective as of March 9, 2024, the beneficial ownership limitation will be increased to 9.99% such that Invus Public Equities will be prohibited from exercising such Warrants if, as a result of such exercise, Invus Public Equities, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. Calculations are based on 225,409,314 shares of Common Stock outstanding as of November 3, 2023, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and assume the exercise of the Warrants by Reporting Persons. Beneficial ownership reported as of the date hereof. See Item 4.

  NAMES OF REPORTING PERSONS

  Mr. Amaury Wittouck

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Belgium

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  13,108,880*

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  13,108,880*

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,108,880*

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.8%*

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

Invus Public Equities, L.P. (“Invus Public Equities”) directly holds 12,058,968 shares of common stock, par value $0.0001 per share (the “Common Stock”), call options exercisable for 207,000 shares of Common Stock and warrants (“Warrants”) to purchase up to 842,912 shares of Common Stock, subject to a 4.99% beneficial ownership limitation in the Warrants. As a result, as of December 14, 2023, the Warrants were not exercisable and Reporting Persons beneficially owned an aggregate of 12,265,968 shares of Common Stock, consisting of (i) 12,058,968 shares of Common Stock and (ii) call options exercisable for 207,000 shares of Common Stock. Pursuant to a notice delivered to the Issuer by Reporting Persons on January 8, 2024, effective as of March 9, 2024, the beneficial ownership limitation will be increased to 9.99% such that Invus Public Equities will be prohibited from exercising such Warrants if, as a result of such exercise, Invus Public Equities, together with its affiliates and certain other persons for whom beneficial ownership would be aggregated, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. Calculations are based on 225,409,314 shares of Common Stock outstanding as of November 3, 2023, based on information reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023 and assume the exercise of the Warrants by Reporting Persons. Beneficial ownership reported as of the date hereof. See Item 4.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

Ownership.

Subject to the Beneficial Ownership Limitation.

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

Exhibit
Number

Title