Sec Form 13G Filing - Eversept Partners LP filing for CABALETTA BIO INC (CABA) - 2023-02-14

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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Cabaletta Bio, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

12674W109

(CUSIP Number)

Kamran Moghtaderi, Eversept Partners, L.P., 444 Madison Avenue, 22nd Floor, New York, NY 10022, 212-271-4211

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  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 disclosures provided in a prior cover page.

The information required on 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. 12674W109   13G   Page 2 of 10 Pages

         
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Eversept Partners, L.P.

47-5115829

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
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
 
282,874
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
282,874
  8.   SHARED DISPOSITIVE POWER
 
0

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

282,874		    
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)

1.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)

IA		    
 
 
         
CUSIP No. 12674W109   13G   Page 3 of 10 Pages

         
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Eversept GP, LLC

27-4616328

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
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
 
276,019
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
276,019
  8.   SHARED DISPOSITIVE POWER
 
0

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

276,019		    
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)

1.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO		    
 
 
         
CUSIP No. 12674W109   13G   Page 4 of 10 Pages

         
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Eversept Global Healthcare Fund, L.P.

27-4616673

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
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
 
276,019
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
276,019
  8.   SHARED DISPOSITIVE POWER
 
0

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

276,019		    
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)

1.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)

PN		    
 
 
         
CUSIP No. 12674W109   13G   Page 5 of 10 Pages

         
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Eversept 1 LLC

81-4423039

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
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
 
282,874
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
282,874
  8.   SHARED DISPOSITIVE POWER
 
0

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

282,874		    
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)

1.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)

HC		    

 

         
CUSIP No. 12674W109   13G   Page 6 of 10 Pages
         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Kamran Moghtaderi		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
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
 
282,874
  6.   SHARED VOTING POWER
 
0
  7.   SOLE DISPOSITIVE POWER
 
282,874
  8.   SHARED DISPOSITIVE POWER
 
0

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

282,874		    
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)

1.0%		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN, HC		    

 

*See Item 4 of the Schedule 13G

 
 
         
CUSIP No. 12674W109   13G   Page 7 of 10 Pages

Item 1.

  (a) Name of Issuer
Cabaletta Bio, Inc.
     
  (b) Address of Issuer’s Principal Executive Offices
2929 Arch Street, Suite 600, Philadelphia, PA 19104
     

Item 2.

  (a)

Name of Person Filing

 


This statement is jointly filed by and on behalf of Eversept Partners, L.P., a Delaware limited partnership (the “Investment Manager”), Eversept GP, LLC, a Delaware limited liability company (the “Fund GP”), Eversept Global Healthcare Fund, L.P., a Delaware limited partnership (the “Fund”), Eversept 1 LLC, a Delaware limited liability company (the “IM GP”) and Kamran Moghtaderi (collectively referred herein as “Reporting Persons”). The Fund GP is the general partner of the Fund, and may be deemed to indirectly beneficially own securities owned by the Fund. The Investment Manager is the investment manager of advisory clients, and may be deemed to indirectly beneficially own securities owned by its advisory clients (including the Fund). The IM GP is the general partner of the Investment Manager and may be deemed to indirectly beneficially own securities owned by the Investment Manager. Mr. Moghtaderi is the sole manager of, and may be deemed to beneficially own securities beneficially owned by, the Fund GP or the IM GP. Eversept’s advisory clients (including the Fund) are the record and direct beneficial owners of the securities covered by this statement.

 

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

 

Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

     
  (b) Address of the Principal Office or, if none, residence
The address of the principal business office of each of the Reporting Persons is c/o Eversept Partners, L.P., 444 Madison Avenue, 22nd Floor, New York, NY 10022.
     
  (c) Citizenship
See Item 4 on the cover page hereto.
     
  (d) Title of Class of Securities
Common Stock, par value $0.00001 per share
     
  (e) CUSIP Number
12674W109

 
 
         
CUSIP No. 12674W109   13G   Page 8 of 10 Pages

 

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) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) o 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) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.  Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

         
  (a)   Amount beneficially owned:  282,874
         
  (b)   Percent of class:  1.0%
         
  (c)   Number of shares as to which the person has:  
         
      (i) Sole power to vote or to direct the vote  282,874
         
      (ii) Share d power to vote or to direct the vote  0
         
      (iii) Sole power to dispose or to direct the disposition of 282,874
         
      (iv) Shared power to dispose or to direct the disposition of 0
         

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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 five percent of the class of securities, check the following x.

Instruction. Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable. 

 
 
         
CUSIP No. 12674W109   13G   Page 9 of 10 Pages

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

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.  Certification.

 

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.

 

Exhibits

 

Exhibit A - Joint Filing Agreement  

 
 
         
CUSIP No. 12674W109   13G   Page 10 of 10 Pages

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.

 

  02/14/2023
  Date
     
  EVERSEPT PARTNERS, L.P.
   
  By: /s/ Kamran Moghtaderi                            
  Managing Principal
   
  EVERSEPT GP, LLC
     
  By: /s/ Kamran Moghtaderi
  Managing Member
   
  EVERSEPT GLOBAL HEALTHCARE FUND, LP 
   
  By: Eversept GP, LLC
  Its: General Partner
     
  By: /s/ Kamran Moghtaderi
  Managing Member
     
 

EVERSEPT 1 LLC

   
  By: /s/ Kamran Moghtaderi
  Managing Member
   
  KAMRAN MOGHTADERI
   
  /s/ Kamran Moghtaderi