Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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240.13d-102 Schedule 13G - Information to be included in statements filed
pursuant to 240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
Prometheus Biosciences, Inc.
(Title of Class of Securities)
Common Stock, par value $0.0001 per share
(CUSIP Number)
74349U108
(Date of Event Which Requires Filing of this Statement)
December 31, 2022
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ x ] 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.
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).
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. 74349U108
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(1) Names of reporting persons Point72 Biotech Private Investments, LLC
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,848,024
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,848,024
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(9) Aggregate amount beneficially owned by each reporting person
1,848,024
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 4.0%
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(12) Type of reporting person (see instructions) OO
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CUSIP No. 74349U108
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(1) Names of reporting persons Differentiated Ventures Investments, LLC
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power
A0; 0
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(6) Shared voting power 1,848,024
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,848,024
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(9) Aggregate amount beneficially owned by each reporting person
1,848,024
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 4.0%
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(12) Type of reporting person (see instructions) OO
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CUSIP No. 74349U108
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(1) Names of reporting persons 72 Investment Holdings, LLC
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,848,024
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,848,024
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(9) Aggregate amount beneficially owned by each reporting person
1,848,024
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 4.0%
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(12) Type of reporting person (see instructions) OO
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CUSIP No. 74349U108
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(1) Names of reporting persons Point72 Asset Management L.P.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization: Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,266,083
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,266,083
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(9) Aggregate amount beneficially owned by each reporting person
1,266,083
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 2.7%
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(12) Type of reporting person (see instructions) PN
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CUSIP No. 74349U108
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(1) Names of reporting persons Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization: Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 1,266,083
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(7) Sole dispositive power 0
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(8) Shared dispositive power 1,266,083
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(9) Aggregate amount beneficially owned by each reporting person
1,266,083
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 2.7%
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(12) Type of reporting person (see instructions) CO
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CUSIP No. 74349U108
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(1) Names of reporting persons Steven A. Cohen
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 3,114,107
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(7) Sole dispositive power 0
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(8) Shared dispositive power 3,114,107
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(9) Aggregate amount beneficially owned by each reporting person
3,114,107
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 6.7%
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(12) Type of reporting person (see instructions) IN
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Item 1(a) Name of issuer:
Prometheus Biosciences, Inc.
Item 1(b) Address of issuer's principal executive offices:
3050 Science Park Road, San Diego, California 92121
2(a) Name of persons filing (the “Reporting Persons”):
This statement is filed by: (i) Point72 Biotech Private Investments,
LLC (“Point72 Biotech”)
with respect to 1,848,024 shares of the Issuer’s common stock, par value $0.0001 per share
(“Common Stock”) of which it is the holder; (ii) Differentiated Ventures Investments, LLC
(“Differentiated Ventures”), the managing member of Point72 Biotech, with respect to the shares
of Common Stock held by Point72 Biotech; (iii) 72 Investment Holdings, LLC (“72 Investment
Holdings”), the sole member of Differentiated Ventures, with respect to the shares of Common
Stock held by Point72 Biotech; (iv) Point72 Asset Management, L.P. (“Point72 Asset
Management”) with respect to 1,266,083 shares of Common Stock held by an investment fund
that it manages; (v) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect
to the shares of Common Stock held by an investment fund managed by Point72 Asset
Management; and (vi) Steven A. Cohen (“Mr. Cohen”), the sole member of both 72 Investment
Holdings and Point72 Capital Advisors Inc., with respect to: (A) the 1,848,024 shares of
Common Stock beneficially owned by Point72 Biotech, Differentiated Ventures, and 72
Investment Holdings, and (B) the 1,266,083 shares of Common Stock beneficially owned by
Point72 Asset Management and Point72 Capital Advisors Inc.
with respect to 1,848,024 shares of the Issuer’s common stock, par value $0.0001 per share
(“Common Stock”) of which it is the holder; (ii) Differentiated Ventures Investments, LLC
(“Differentiated Ventures”), the managing member of Point72 Biotech, with respect to the shares
of Common Stock held by Point72 Biotech; (iii) 72 Investment Holdings, LLC (“72 Investment
Holdings”), the sole member of Differentiated Ventures, with respect to the shares of Common
Stock held by Point72 Biotech; (iv) Point72 Asset Management, L.P. (“Point72 Asset
Management”) with respect to 1,266,083 shares of Common Stock held by an investment fund
that it manages; (v) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect
to the shares of Common Stock held by an investment fund managed by Point72 Asset
Management; and (vi) Steven A. Cohen (“Mr. Cohen”), the sole member of both 72 Investment
Holdings and Point72 Capital Advisors Inc., with respect to: (A) the 1,848,024 shares of
Common Stock beneficially owned by Point72 Biotech, Differentiated Ventures, and 72
Investment Holdings, and (B) the 1,266,083 shares of Common Stock beneficially owned by
Point72 Asset Management and Point72 Capital Advisors Inc.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is:
72 Cummings Point Road
Stamford, CT 06902.
Stamford, CT 06902.
2(c) Citizenship:
Each of Point72 Biotech, Differentiated Investors, and 72 Investment Holdings is Delaware
limited liability company. Point72 Asset Management is a Delaware limited partnership.
Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.
limited liability company. Point72 Asset Management is a Delaware limited partnership.
Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.
2(d) Title of class of securities:
Common Stock, par value $0.0001 per share
2(e) CUSIP Number:
74349U108
Item 3.
Not applicable
Item 4. Ownership
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Such information is as of the close of business on December 31, 2022.
each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Such information is as of the close of business on December 31, 2022.
Point72 Biotech is the holder of 1,848,024 shares of Common Stock. Differentiated Ventures is
the managing member of Point72 Biotech and may be deemed to share beneficial ownership over
the shares of Common Stock held by Point72 Biotech. 72 Investment Holdings is the sole
member of Differentiated Ventures and may be deemed to share beneficial ownership of the
shares of Common Stock of which Differentiated Ventures may be deemed the beneficial owner.
the managing member of Point72 Biotech and may be deemed to share beneficial ownership over
the shares of Common Stock held by Point72 Biotech. 72 Investment Holdings is the sole
member of Differentiated Ventures and may be deemed to share beneficial ownership of the
shares of Common Stock of which Differentiated Ventures may be deemed the beneficial owner.
Point72 Asset Management is the manager to a private investment fund that is the holder of
1,266,083 shares of Common Stock. Pursuant to an investment management agreement, Point72
Asset Management maintains investment and voting power with respect to securities held by
such private investment fund and, as a result, may be deemed to share beneficial ownership over
the 1,266,083 shares of Common Stock held by such fund. Point72 Capital Advisors Inc. is the
general partner of Point72 Asset Management and may be deemed to share beneficial ownership
of the shares of Common Stock of which Point72 Asset Management may be deemed the
beneficial owner.
1,266,083 shares of Common Stock. Pursuant to an investment management agreement, Point72
Asset Management maintains investment and voting power with respect to securities held by
such private investment fund and, as a result, may be deemed to share beneficial ownership over
the 1,266,083 shares of Common Stock held by such fund. Point72 Capital Advisors Inc. is the
general partner of Point72 Asset Management and may be deemed to share beneficial ownership
of the shares of Common Stock of which Point72 Asset Management may be deemed the
beneficial owner.
Mr. Cohen is the sole member of both 72 Investment Holdings and Point72 Capital Advisors Inc.
and may be deemed to beneficially own both the 1,848,024 shares of Common Stock of which
72 Investment Holdings may be deemed the beneficial owner and the 1,266,083 shares of
Common Stock of which Point72 Capital Advisors Inc. may be deemed the beneficial owner.
and may be deemed to beneficially own both the 1,848,024 shares of Common Stock of which
72 Investment Holdings may be deemed the beneficial owner and the 1,266,083 shares of
Common Stock of which Point72 Capital Advisors Inc. may be deemed the beneficial owner.
The filing of this statement should not be construed as an admission that any of the foregoing
persons or any reporting person is, for the purposes of Section 13 of the Act, the beneficial
owner of the Common Stock reported herein.
persons or any reporting person is, for the purposes of Section 13 of the Act, the beneficial
owner of the Common Stock reported herein.
Item 5. Ownership of 5 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 [ ].
ceased to be the beneficial owner of more than 5 percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than 5 Percent on Behalf of
Another Person.
See Item 2(a)
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reporting on by the Parent Holding Company or Control Person.
Reporting on by the Parent Holding Company or Control Person.
Not applicable
Item 8. Identification and Classification of
Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
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.
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.
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.
Dated: February 14, 2023
POINT72 BIOTECH PRIVATE INVESTMENTS, LLC
By: /s/ Vincent Tortorella
Name: Vincent Tortorella
Title: Authorized Person
DIFFERENTIATED VENTURES INVESTMENTS, LLC
By: /s/ Vincent Tortorella
Name: Vincent Tortorella
Title: Authorized Person
72 INVESTMENT HOLDINGS, LLC
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person