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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 2)*
|
Context Therapeutics Inc. (Name of Issuer) |
$0.001 par value per share (Title of Class of Securities) |
21077P108 (CUSIP Number) |
12/31/2024 (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)
|
 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
|
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons
Avidity Partners Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,494,011.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
|
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons
Avidity Partners Management (GP) LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,494,011.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons
Avidity Capital Partners Fund (GP) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,494,011.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN, OO |
SCHEDULE 13G
|
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons
Avidity Capital Partners (GP) LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,494,011.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons
Avidity Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,183,645.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN, OO |
SCHEDULE 13G
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| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons
Avidity Private Master Fund I LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,776,296.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN, OO |
SCHEDULE 13G
|
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons
David Witzke | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 21077P108 |
| 1 | Names of Reporting Persons
Michael Gregory | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,494,011.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Context Therapeutics Inc. | |
| (b) | Address of issuer's principal executive offices:
2001 Market Street, Suite 3915, Unit #15, Philadelphia, Pennsylvania 19103 | |
| Item 2. | ||
| (a) | Name of person filing:
Avidity Partners Management LPAvidity Partners Management (GP) LLCAvidity Capital Partners Fund (GP) LPAvidity Capital Partners (GP) LLCAvidity Master Fund LPAvidity Private Master Fund I LPDavid WitzkeMichael Gregory | |
| (b) | Address or principal business office or, if none, residence:
Avidity Partners Management LP2828 N Harwood Street, Suite 1220Dallas, Texas 75201United States of AmericaAvidity Partners Management (GP) LLC2828 N Harwood Street, Suite 1220Dallas, Texas 75201United States of AmericaAvidity Capital Partners Fund (GP) LP2828 N Harwood Street, Suite 1220Dallas, Texas 75201United States of AmericaAvidity Capital Partners (GP) LLC2828 N Harwood Street, Suite 1220Dallas, Texas 75201United States of AmericaAvidity Master Fund LP2828 N Harwood Street, Suite 1220Dallas, Texas 75201United States of AmericaAvidity Private Master Fund I LP2828 N Harwood Street, Suite 1220Dallas, Texas 75201United States of AmericaDavid Witzkec/o Avidity Partners Management LP2828 N Harwood Street, Suite 1220Dallas, Texas 75201United States of AmericaMichael Gregoryc/o Avidity Partners Management LP2828 N Harwood Street, Suite 1220Dallas, Texas 75201United States of America | |
| (c) | Citizenship:
Avidity Partners Management LP - DelawareAvidity Partners Management (GP) LLC - DelawareAvidity Capital Partners Fund (GP) LP - DelawareAvidity Capital Partners (GP) LLC - DelawareAvidity Master Fund LP - Cayman IslandsAvidity Private Master Fund I LP - Cayman IslandsDavid Witzke - United StatesMichael Gregory - United States | |
| (d) | Title of class of securities:
$0.001 par value per share | |
| (e) | CUSIP No.:
21077P108 | |
| 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) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Avidity Partners Management LP - 7,494,011Avidity Partners Management (GP) LLC - 7,494,011Avidity Capital Partners Fund (GP) LP - 7,494,011Avidity Capital Partners (GP) LLC - 7,494,011Avidity Master Fund LP - 5,183,645Avidity Private Master Fund I LP - 7,776,296David Witzke - 0Michael Gregory - 7,494,011 | |
| (b) | Percent of class:
Avidity Partners Management LP - 9.9%Avidity Partners Management (GP) LLC - 9.9%Avidity Capital Partners Fund (GP) LP - 9.9%Avidity Capital Partners (GP) LLC - 9.9%Avidity Master Fund LP - 6.7%Avidity Private Master Fund I LP - 9.9%David Witzke - 0.0%Michael Gregory - 9.9% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Avidity Partners Management LP - 0Avidity Partners Management (GP) LLC - 0Avidity Capital Partners Fund (GP) LP - 0Avidity Capital Partners (GP) LLC - 0Avidity Master Fund LP - 0Avidity Private Master Fund I LP - 0David Witzke - 0Michael Gregory - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Avidity Partners Management LP - 7,494,011Avidity Partners Management (GP) LLC - 7,494,011Avidity Capital Partners Fund (GP) LP - 7,494,011Avidity Capital Partners (GP) LLC - 7,494,011Avidity Master Fund LP - 5,183,645Avidity Private Master Fund I LP - 7,776,296David Witzke - 0Michael Gregory - 7,494,011 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Avidity Partners Management LP - 0Avidity Partners Management (GP) LLC - 0Avidity Capital Partners Fund (GP) LP - 0Avidity Capital Partners (GP) LLC - 0Avidity Master Fund LP - 0Avidity Private Master Fund I LP - 0David Witzke - 0Michael Gregory - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Avidity Partners Management LP - 7,494,011Avidity Partners Management (GP) LLC - 7,494,011Avidity Capital Partners Fund (GP) LP - 7,494,011Avidity Capital Partners (GP) LLC - 7,494,011Avidity Master Fund LP - 5,183,645Avidity Private Master Fund I LP - 7,776,296David Witzke - 0Michael Gregory - 7,494,011 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 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
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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 secu
rities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-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.
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Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.