Form SCHEDULE 13G PRECISION BIOSCIENCES Filed by: Readout Capital, LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
PRECISION BIOSCIENCES INC (Name of Issuer) |
Common Stock, par value $0.000005 per share (Title of Class of Securities) |
74019P207 (CUSIP Number) |
03/19/2025 (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) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. | 74019P207 |
| 1 | Names of Reporting Persons
Readout Capital, 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
920,000.00 | ||||||||
| 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)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 74019P207 |
| 1 | Names of Reporting Persons
Readout Capital 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
920,000.00 | ||||||||
| 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)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 74019P207 |
| 1 | Names of Reporting Persons
ROC Holdings SPV II, 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
720,000.00 | ||||||||
| 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)
6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 74019P207 |
| 1 | Names of Reporting Persons
Readout Holdings 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
720,000.00 | ||||||||
| 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)
6.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 74019P207 |
| 1 | Names of Reporting Persons
Matthew Smith | ||||||||
| 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
932,874.00 | ||||||||
| 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)
8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
PRECISION BIOSCIENCES INC | |
| (b) | Address of issuer's principal executive offices:
302 East Pettigrew St., Suite A-100, Durham, North Carolina, 27701 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Readout Capital, LP, (ii) Readout Capital GP, LLC, (iii) ROC Holdings SPV II, LP, (iv) Readout Holdings GP, LLC, and (v) Matthew Smith (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
For each of the Reporting Persons: 1630 Columbia Road NW, Unit 418, Washington, D.C. 20009 | |
| (c) | Citizenship:
(i) Readout Capital, LP is a Delaware limited partnership, (ii) Readout Capital GP, LLC is a Delaware limited liability company, (iii) ROC Holdings SPV II, LP is a Delaware limited partnership, (iv) Readout Holdings GP, LLC is a Delaware limited liability company and (v) Matthew Smith is a United States citizen. | |
| (d) | Title of class of securities:
Common Stock, par value $0.000005 per share | |
| (e) | CUSIP No.:
74019P207 | |
| 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:
The information in Item 9 of the cover pages of this Schedule 13G for each of the Reporting Persons, which is as of the date hereof, is incorporated herein by reference. As of the date hereof, ROC Holdings SPV II, LP ("ROC SPV II') directly holds 720,000 shares of Common Stock, par value $0.000005 per share ("Common Stock"), of Precision BioSciences, Inc. (the "Issuer"). Readout Holdings GP, LLC ("Readout Holdings GP") is the general partner of ROC SPV II and Readout Capital, LP ("Readout Capital") serves as investment manager for ROC SPV II. Readout Capital GP, LLC ("Readout Capital GP") is the general partner of Readout Capital and Matthew Smith is the Manager of each of Readout Holdings GP and Readout Capital GP. In addition, Readout Capital serves as the investment manager for a managed account that holds 200,000 shares of Common Stock of the Issuer, and Readout Capital has been delegated voting and investment power over such shares of Common Stock pursuant to an Investment Management Agreement. Matthew Smith directly holds 12,874 shares of Common Stock of the Issuer. | |
| (b) | Percent of class:
As of the date hereof, each of Readout Capital and Readout Capital GP may be deemed to beneficially own 8.8% of the shares of Common Stock of the Issuer outstanding. ROC SPV II and Readout Holdings GP may be deemed to beneficially own 6.9% of the shares of Common Stock of the Issuer outstanding. Matthew Smith may be deemed to beneficially 8.9% of the shares of Common Stock of the Issuer outstanding. Such percentages are based on 10,481,931 shares of Common Stock of the Issuer outstanding as of March 20, 2025, as disclosed in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 26, 2025. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(i) The information in Item 5 of the cover pages of this Schedule 13G for each of the Reporting Persons, which is as of the date hereof, is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
(ii) The information in Item 6 of the cover pages of this Schedule 13G for each of the Reporting Persons, which is as of the date hereof, is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
(iii) The information in Item 7 of the cover pages of this Schedule 13G for each of the Reporting Persons, which is as of the date hereof, is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
(iv) The information in Item 8 of the cover pages of this Schedule 13G for each of the Reporting Persons, which is as of the date hereof, is incorporated herein by reference. | ||
| 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.
The information in Item 4 is incorporated herein by reference. | ||
| 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
| ||
| 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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ATTACHMENTS / EXHIBITS
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