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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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RAPT Therapeutics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
75382E109 (CUSIP Number) |
12/23/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 75382E109 |
| 1 | Names of Reporting Persons
Foresite Capital Fund VI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,500,000.00 | ||||||||
| 10 | Check box 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)
9.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to row 5: 12,500,000 shares, except that Foresite Capital Management VI, LLC ('FCM VI'), the general partner of Foresite Capital Fund VI, L.P. ('FCF VI'), may be deemed to have sole power to vote these shares, and James Tananbaum ('Tananbaum'), the managing member of FCM VI, may be deemed to have sole power to vote these shares.
Note to row 6: See response to row 5.
Note to item 7: 12,500,000 shares, except that FCM VI, the general partner of FCF VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares.
Note to row 8: See response to row 7.
Note to row 11: This percentage is calculated based upon 34,958,253 shares of Common Stock outstanding of RAPT Therapeutics, Inc. (the 'Issuer') as of November 7, 2024, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024 and the additional issuance of 100,000,000 shares of Common Stock by the Issuer as of December 23, 2024, as set forth in the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 23, 2024, for an aggregate of 134,958,253 shares of Common Stock outstanding of the Issuer as of December 23, 2024.
SCHEDULE 13G
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| CUSIP No. | 75382E109 |
| 1 | Names of Reporting Persons
Foresite Capital Management VI, 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,500,000.00 | ||||||||
| 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)
9.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to row 5: 12,500,000 shares, all of which are directly owned by FCF VI. Foresite Capital Management VI, LLC ('FCMVI'), the general partner of FCF VI, may be deemed to have sole power to vote these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to vote these shares.
Note to row 6: See response to row 5.
Note to item 7: 12,500,000 shares, except that FCM VI, the general partner of FCF VI, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM VI, may be deemed to have sole power to dispose of these shares.
Note to row 8: See response to row 7.
Note to row 11: This percentage is calculated based upon 34,958,253 shares of Common Stock outstanding of RAPT Therapeutics, Inc. (the 'Issuer') as of November 7, 2024, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024 and the additional issuance of 100,000,000 shares of Common Stock by the Issuer as of December 23, 2024, as set forth in the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 23, 2024, for an aggregate of 134,958,253 shares of Common Stock outstanding of the Issuer as of December 23, 2024.
SCHEDULE 13G
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| CUSIP No. | 75382E109 |
| 1 | Names of Reporting Persons
James Tananbaum | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,500,000.00 | ||||||||
| 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)
9.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to row 5: 12,500,000 shares, all of which are directly owned by FCF VI. James Tananbaum ('Tananbaum') is the managing member of FCM VI, which is the general partner of FCF VI. Tananbaum may be deemed to have sole power tovote these shares.
Note to row 6: See response to row 5.
Note to item 7: 12,500,000 shares, all of which are directly owned by FCF VI. Tananbaum is the managing member of FCMVI, which is the general partner of FCF VI. Tananbaum may be deemed to have sole power to dispose of these shares.
Note to row 8: See response to row 7.
Note to row 11: This percentage is calculated based upon 34,958,253 shares of Common Stock outstanding of RAPT Therapeutics, Inc. (the 'Issuer') as of November 7, 2024, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024 and the additional issuance of 100,000,000 shares of Common Stock by the Issuer as of December 23, 2024, as set forth in the Issuer's Form 8-K filed with the Securities and Exchange Commission on December 23, 2024, for an aggregate of 134,958,253 shares of Common Stock outstanding of the Issuer as of December 23, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
RAPT Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
561 Eccles Avenue South San Francisco, California, 94080 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule is filed by Foresite Capital Fund VI, L.P., a Delaware limited partnership ("FCF VI"), Foresite Capital Management VI, LLC, a Delaware limited liability company ("FCM VI") and James Tananbaum. The foregoing entities and individuals are collectively referred to as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
c/o Foresite Capital Management
900 Larkspur Landing Circle, Suite 150
Larkspur, CA 94939 | |
| (c) | Citizenship:
See Row 4 of cover page for each Reporting Person. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
75382E109 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person. | |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreement of FCF VI and the limited liability company agreement of FCM VI, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| 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 securities 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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Exhibit Information
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Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: December 30, 2024
FORESITE CAPITAL FUND VI, L.P.
By: FORESITE CAPITAL MANAGEMENT VI, LLC
Its:General Partner
By: /s/ James Tananbaum
Name: James Tananbaum
Title: Managing Member
FORESITE CAPITAL MANAGEMENT VI, LLC
By: /s/ James Tananbaum
Name: James Tananbaum
Title: Managing Member
JAMES TANANBAUM
By: /s/ James Tananbaum
Name: James Tananbaum |