Sec Form 13G Filing - Northpond Ventures II LP filing for Camp4 Therapeutics Corp (CAMP) - 2024-10-22

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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

CAMP4 Therapeutics Corporation

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

13463J101

(CUSIP Number)

 

October 15, 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)
     
  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.

 

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.   13463J101
1. Names of Reporting Persons

Northpond Ventures, LP
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (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

471,415 (2)
7. Sole Dispositive Power

0
8. Shared Dispositive Power

471,415 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person

471,415 (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)

2.4% (3)
12. Type of Reporting Person (See Instructions)

PN
                                                                                

 

(1)This Schedule 13G is filed by Northpond Ventures, LP (“Northpond Fund I”), Northpond Ventures GP, LLC (“Northpond GP”), Northpond Ventures II, LP (“Northpond Fund II”), Northpond Ventures II GP, LLC (“Northpond II GP”), Northpond Ventures III, LP (“Northpond Fund III”), Northpond Ventures III GP, LLC (“Northpond III GP”), and Michael P. Rubin (“Rubin” and, with Northpond Fund I, Northpond GP, Northpond Fund II, Northpond II GP, Northpond Fund III and Northpond III GP, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
  
(2)The shares are held by Northpond Fund I. Northpond GP is the general partner of Northpond Fund I and Rubin is the managing member of Northpond GP. As such, Northpond GP and Rubin have shared dispositive and voting power over the shares held by Northpond Fund I and may be deemed to have indirect beneficial ownership of the shares held by Northpond Fund I.
  
(3)This percentage is calculated on 19,505,119 shares of Common Stock outstanding as of October 15, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2024.

 

2

 

 

CUSIP No.   13463J101
1. Names of Reporting Persons

Northpond Ventures GP, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (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

471,415 (2)
7. Sole Dispositive Power

0
8. Shared Dispositive Power

471,415 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person

471,415 (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)

2.4% (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)The shares are held by Northpond Fund I. Northpond GP is the general partner of Northpond Fund I and Rubin is the managing member of Northpond GP. As such, Northpond GP and Rubin have shared dispositive and voting power over the shares held by Northpond Fund I and may be deemed to have indirect beneficial ownership of the shares held by Northpond Fund I.
  
(3)This percentage is calculated on 19,505,119 shares of Common Stock outstanding as of October 15, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the SEC on October 11, 2024.

 

3

 

 

CUSIP No.   13463J101
1. Names of Reporting Persons

Northpond Ventures II, LP
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (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

1,003,193 (2)
7. Sole Dispositive Power

0
8. Shared Dispositive Power

1,003,193 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person

1,003,193 (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)

5.1% (3)
12. Type of Reporting Person (See Instructions)

PN
                                                                                

 

(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)The shares are held by Northpond Fund II. Northpond II GP is the general partner of Northpond Fund II and Rubin is the managing member of Northpond II GP. As such, Northpond II GP and Rubin have shared dispositive and voting power over the shares held by Northpond Fund II and may be deemed to have indirect beneficial ownership of the shares held by Northpond Fund II.
  
(3)This percentage is calculated on 19,505,119 shares of Common Stock outstanding as of October 15, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the SEC on October 11, 2024.

 

4

 

 

CUSIP No.   13463J101
1. Names of Reporting Persons

Northpond Ventures II GP, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (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

1,003,193 (2)
7. Sole Dispositive Power

0
8. Shared Dispositive Power

1,003,193 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person

1,003,193 (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)

5.1% (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)The shares are held by Northpond Fund II. Northpond II GP is the general partner of Northpond Fund II and Rubin is the managing member of Northpond II GP. As such, Northpond II GP and Rubin have shared dispositive and voting power over the shares held by Northpond Fund II and may be deemed to have indirect beneficial ownership of the shares held by Northpond Fund II.
  
(3)This percentage is calculated on 19,505,119 shares of Common Stock outstanding as of October 15, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the SEC on October 11, 2024.

 

5

 

 

CUSIP No.   13463J101
1. Names of Reporting Persons

Northpond Ventures III, LP
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (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

763,636 (2)
7. Sole Dispositive Power

0
8. Shared Dispositive Power

763,636 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person

763,636 (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)

3.9% (3)
12. Type of Reporting Person (See Instructions)

PN
                                                                                

 

(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)The shares are held by Northpond Fund III. Northpond III GP is the general partner of Northpond Fund III and Rubin is the managing member of Northpond III GP. As such, Northpond III GP and Rubin have shared dispositive and voting power over the shares held by Northpond Fund III and may be deemed to have indirect beneficial ownership of the shares held by Northpond Fund III.
  
(3)This percentage is calculated on 19,505,119 shares of Common Stock outstanding as of October 15, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the SEC on October 11, 2024.

 

6

 

 

CUSIP No.   13463J101
1. Names of Reporting Persons

Northpond Ventures III GP, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (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

763,636 (2)
7. Sole Dispositive Power

0
8. Shared Dispositive Power

763,636 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person

763,636 (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)

3.9% (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)The shares are held by Northpond Fund III. Northpond III GP is the general partner of Northpond Fund III and Rubin is the managing member of Northpond III GP. As such, Northpond III GP and Rubin have shared dispositive and voting power over the shares held by Northpond Fund III and may be deemed to have indirect beneficial ownership of the shares held by Northpond Fund III.
  
(3)This percentage is calculated on 19,505,119 shares of Common Stock outstanding as of October 15, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the SEC on October 11, 2024.

 

7

 

 

CUSIP No.   13463J101
1. Names of Reporting Persons

Michael P. Rubin
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x (1)
3. SEC Use Only
4. Citizenship or Place of Organization

United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 5. Sole Voting Power

0
6. Shared Voting Power

2,238,244 (2)
7. Sole Dispositive Power

0
8. Shared Dispositive Power

2,238,244 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person

2,238,244 (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)

11.5% (3)
12. Type of Reporting Person (See Instructions)

IN
                                                                                

 

(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 (i) 471,415 shares held by Northpond Fund I, (ii) 1,003,193 shares held by Northpond Fund II, and (iii) 763,636 shares held by Northpond Fund III. Northpond GP is the general partner of Northpond Fund I, Northpond II GP is the general partner of Northpond Fund II, and Northpond III GP is the general partner of Northpond Fund III. Rubin is the managing member of each of Northpond GP, Northpond II GP and Northpond III GP and shares voting and investment authority over these shares.
  
(3)This percentage is calculated on 19,505,119 shares of Common Stock outstanding as of October 15, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the SEC on October 11, 2024.

 

8

 

 

Item 1.
 
  (a) Name of Issuer
CAMP4 Therapeutics Corporation
  (b) Address of Issuer’s Principal Executive Offices
One Kendall Square, Building 1400 West, 3rd Floor, Cambridge, MA 02139
 
Item 2.
 
  (a) Name of Person Filing
Northpond Ventures, LP (“Northpond Fund I”)
Northpond Ventures GP, LLC (“Northpond GP”)
Northpond Ventures II, LP (“Northpond Fund II”)
Northpond Ventures II GP, LLC (“Northpond II GP”)
Northpond Ventures III, LP (“Northpond Fund III”)
Northpond Ventures III GP, LLC (“Northpond III GP”)
Michael P. Rubin (“Rubin”)
  (b) Address of Principal Business Office or, if none, Residence
7500 Old Georgetown Road, Suite 800
Bethesda , MD 20814
  (c) Citizenship
  Entities: Northpond Fund I - Delaware
    Northpond GP - Delaware
    Northpond Fund II< /td> - Delaware
    Northpond II GP - Delaware
    Northpond Fund III - Delaware
    Northpond III GP - Delaware
  Individuals: Rubin - United States
  (d) Title of Class of Securities
Common Stock, $0.0001 par value (“Common Stock”)
  (e) CUSIP Number
13463J101
 
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:
   
  Not applicable

 

9

 

 

Item 4. Ownership
   
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of October 22, 2024:

 

Reporting Persons  Shares
Held
Directly		   Sole
Voting
Power		   Shared
Voting
Power		   Sole
Dispositive
Power		   Shared
Dispositive
Power		   Beneficial
Ownership		   Percentage
of Class (4)		 
Northpond Fund I (1)   471,415                 471,415                 471,415    471,415    2.4%
Northpond GP (1)             471,415         471,415    471,415    2.4%
Northpond Fund II (2)   1,003,193         1,003,193         1,003,193    1,003,193    5.1%
Northpond II GP (2)             1,003,193         1,003,193    1,003,193    5.1%
Northpond Fund III (3)   763,636         763,636         763,636    763,636    3.9%
Northpond III GP (3)             763,636         763,636    763,636    3.9%
Rubin (1) (2)             2,238,244         2,238,244    2,238,244    11.5%

 

  (1)Includes 471,415 shares held by Northpond Fund I. Northpond GP is the general partner of Northpond Fund I and Rubin is the managing member of Northpond GP. As such, Northpond GP and Rubin have shared dispositive and voting power over the shares held by Northpond Fund I and may be deemed to have indirect beneficial ownership of the shares held by Northpond Fund I.
  (2)Includes 1,003,193 shares held by Northpond Fund II. Northpond II GP is the general partner of Northpond Fund II and Rubin is the managing member of Northpond II GP. As such, Northpond II GP and Rubin have shared dispositive and voting power over the shares held by Northpond Fund II and may be deemed to have indirect beneficial ownership of the shares held by Northpond Fund II.
  (3)Includes 763,636 shares held by Northpond Fund III. Northpond III GP is the general partner of Northpond Fund III and Rubin is the managing member of Northpond III GP. As such, Northpond III GP and Rubin have shared dispositive and voting power over the shares held by Northpond Fund III and may be deemed to have indirect beneficial ownership of the shares held by Northpond Fund III.
  (4)This percentage is calculated on 19,505,119 shares of Common Stock outstanding as of October 15, 2024 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the SEC on October 11, 2024.

 

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   ¨
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not applicable
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
  Not applicable
   
Item 8. Identification and Classification of Members of the Group
   
  Not applicable

 

10

 

 

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 such purpose or effect.

 

11

 

 

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: October 22, 2024

 

Northpond Ventures, LP  
   
By: Northpond Ventures GP, LLC  
its General Partner  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures GP, LLC  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures II, LP  
   
By: Northpond Ventures II GP, LLC  
its General Partner  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures II GP, LLC  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures III, LP  
   
By: Northpond Ventures III GP, LLC  
its General Partner  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures III GP, LLC  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
/s/ Michael P. Rubin  
Michael P. Rubin  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

12

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

13

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of CAMP4 Therapeutics Corporation is filed on behalf of each of us.

 

Dated: October 22, 2024

 

Northpond Ventures, LP  
   
By: Northpond Ventures GP, LLC  
its General Partner  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures GP, LLC  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures II, LP  
   
By: Northpond Ventures II GP, LLC  
its General Partner  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures II GP, LLC  
&# xA0;  
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures III, LP  
   
By: Northpond Ventures III GP, LLC  
its General Partner  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
Northpond Ventures III GP, LLC  
   
By: /s/ Patrick Smerkers  
  Name: Patrick Smerkers  
  Title: Authorized Signatory  
   
/s/ Michael P. Rubin  
Michael P. Rubin