SEC Filing - CARGO Therapeutics, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Samsara BioCapital GP, LLC

(Last)

(First)

(Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2023

3. Issuer Name and Ticker or Trading Symbol
CARGO Therapeutics, Inc. [ CRGX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	73,700⁽¹⁾	I	By Samsara BioCapital, L.P.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series Seed convertible preferred stock	⁽³⁾	⁽³⁾	Common Stock	663,300⁽¹⁾	⁽³⁾	I	By Samsara BioCapital, L.P.⁽²⁾
Series A-1 convertible preferred stock	⁽³⁾	⁽³⁾	Common Stock	884,400⁽¹⁾	⁽³⁾	I	By Samsara BioCapital, L.P.⁽²⁾
Series A-2 convertible preferred stock	⁽³⁾	⁽³⁾	Common Stock	1,833,623⁽¹⁾	⁽³⁾	I	By Samsara BioCapital, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

Samsara BioCapital GP, LLC

(Last)

(First)

(Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Samsara BioCapital, L.P.

(Last)

(First)

(Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AKKARAJU SRINIVAS

(Last)

(First)

(Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects a 1-for-13.5685 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement on November 3, 2023.

2. Shares are held by Samsara BioCapital LP ("Samsara LP"). Samsara BioCapital GP, LLC ("Samsara LLC") is the general partner of Samsara LP and may be deemed to beneficially own the shares held by Samsara LP. Dr. Srinivas Akkaraju, MD, Ph.D. has voting and investment power over the shares held by Samsara LP and, accordingly, may be deemed to beneficially own the shares held by Samsara LP. Each of the Reporting Persons disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein.

3. Each share of Series Seed convertible preferred stock, Series A-1 convertible preferred stock and Series A-2 convertible preferred stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.

Remarks:

	Samsara BioCapital GP, LLC, By /s/ Srinivas Akkaraju, Managing Member	11/09/2023
	Samsara BioCapital, L.P., By: Samsara BioCapital GP, LLC, its General Partner, By /s/ Srinivas Akkaraju, Managing Member	11/09/2023
	/s/ Srinivas Akkaraju	11/09/2023
	** Signature of Reporting Person	Date
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