Form SC 13D Poseida Therapeutics, Filed by: Pentwater Capital Management LP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Poseida Therapeutics, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
73730P108
(CUSIP Number)
Matthew Halbower
Pentwater Capital Management LP
1001 10th Avenue South, Suite 216
Naples, FL 34102
(239) 384-9750
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 16, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☒
The information required on 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.
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CUSIP No. 73730P108
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1
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NAMES OF REPORTING PERSONS
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Pentwater Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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4,967,227
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8
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SHARED VOTING POWER
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||||
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9
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SOLE DISPOSITIVE POWER
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4,967,227
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10
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SHARED DISPOSITIVE POWER
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,967,227
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.03%1
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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| (1) |
Based on 61,820,010 shares of Common Stock outstanding as of November 9, 2020, as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2020.
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CUSIP No. 73730P108
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1
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NAMES OF REPORTING PERSONS
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Crown Managed Accounts SPC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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| 31,077 |
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8
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SHARED VOTING POWER
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||||
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9
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SOLE DISPOSITIVE POWER
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| 31,077 |
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10
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SHARED DISPOSITIVE POWER
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|||
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||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,077
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.05%1
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No. 73730P108
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1
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NAMES OF REPORTING PERSONS
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Investment Opportunities 3SPC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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||||
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||||
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8
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SHARED VOTING POWER
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40,896
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||||
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9
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SOLE DISPOSITIVE POWER
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||||
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||||
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10
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SHARED DISPOSITIVE POWER
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| 40,896 |
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|||
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||||
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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40,896
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|||
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||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.07%1
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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||||
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CUSIP No. 73730P108
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1
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NAMES OF REPORTING PERSONS
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LMA SPC on behalf of MAP 98 Segregated Portfolio
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
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(b)
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☒
|
||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
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|
||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|
|||
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
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|
||||
|
8
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SHARED VOTING POWER
|
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274,749
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|||
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||||
|
9
|
SOLE DISPOSITIVE POWER
|
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||
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||||
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||||
|
10
|
SHARED DISPOSITIVE POWER
|
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|
||
|
274,749
|
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|
|||
|
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|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
274,749
|
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|
|||
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|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
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|
||||
|
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|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
||
|
0.44%1
|
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|||
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||||
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
OO
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|||
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||||
|
CUSIP No. 73730P108
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1
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NAMES OF REPORTING PERSONS
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PWCM Master Fund Ltd.
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
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|
||||
|
3
|
SEC USE ONLY
|
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||
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|||
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
|
WC
|
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|
|||
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|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
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|
||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
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Cayman Islands
|
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|
|||
|
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,891,819
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,891,819
|
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|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,891,819
|
|
|
|||
|
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|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
3.06%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
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|
|||
|
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|
||||
|
CUSIP No. 73730P108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Oceana Master Fund Ltd.
|
|
|
|||
|
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
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|
||||
|
3
|
SEC USE ONLY
|
|
|
||
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|
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|
|||
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|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
|
WC
|
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|
|||
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|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
403,094
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
403,094
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
403,094
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.65%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 73730P108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Credit Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
368,210
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
368,210
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
368,210
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.60%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 73730P108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Equity Opportunities Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
493,783
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
493,783
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
493,783
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.80%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 73730P108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Merger Arbitrage Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,381,146
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,381,146
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,381,146
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
2.23%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 73730P108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Metric Merger Arbitrage Fund LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
41,251
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
41,251
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
41,251
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.07%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 73730P108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Unconstrained Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
||||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
41,202
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
41,202
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
41,202
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.07%1
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| ITEM 1. |
SECURITY AND ISSUER
|
This Statement on Schedule 13D relates to the common stock, $0.0001 par value per share (the “Common Stock”), of Poseida Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is
9390 Towne Centre Drive, Suite 200, San Diego, CA 92121.
| ITEM 2. |
IDENTITY AND BACKGROUND
|
(a), (f)This Statement on Schedule 13D is being filed by Pentwater Capital Management LP, a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (“Pentwater Capital”), Crown Managed
Accounts SPC, an exempted company formed in the Cayman Islands (“CROWN”), Investment Opportunities 3 SPC, a segregated portfolio company formed in the Cayman Islands (“MALT”), LMA SPC on behalf of MAP 98 Segregated Portfolio, a segregated portfolio
company formed in the Cayman Islands (“MAP”), PWCM Master Fund Ltd., an exempted company formed in the Cayman Islands (“PWCM Master”), Oceana Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Oceana”), Pentwater Merger Arbitrage Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PMAM”), Pentwater Metric Merger Arbitrage Fund LP, a limited partnership formed in the Cayman Islands (“PWMM”) Pentwater Credit
Master Fund Ltd., an exempted company formed in the Cayman Islands (“PCMF”), Pentwater Equity Opportunities Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Pentwater Equity”), and Pentwater Unconstrained Master Fund Ltd., an
exempted company formed in the Cayman Islands (“PWUM”). Pentwater Capital, CROWN, MALT, MAP, PWCM Master, Oceana, PMAM, PWMM, PCMF, Pentwater Equity and PWUM are collectively referred to herein as Reporting Persons. CROWN, MALT, MAP, PWCM Master,
Oceana, PMAM, PWMM, PCMF, Pentwater Equity and PWUM are collectively referred to herein as the Funds. Pentwater Capital is the investment adviser of each of the Funds. Further information regarding the identity and background of the Reporting
Persons is set forth in Exhibit A attached hereto.
(b) The business address of the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.
(c) The principal business of the Reporting Persons is investing for accounts under their management. Pentwater Capital is the investment manager for the Funds. Halbower Holdings Inc. is the general partner of Pentwater Capital, and Matthew
Halbower is the chief executive officer and sole director of Halbower Holdings Inc.
(d) (e) During the last five years, neither the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed on Exhibit 99.1 or named in this Item 2, has: (1) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
Prior to the Issuer’s initial public offering (the “IPO”) the Funds purchased shares of Preferred Stock for $31,880,005.51, which were converted into 2,468,087.00 shares of Common Stock at the consummation of the
IPO. Subsequent to and in connection with the IPO, the aggregate purchase price for the 2,499,140 shares of Common Stock held by the Reporting Persons is approximately $31,063,665.63, including brokerage commissions.
The securities of the Issuer purchased by the Reporting Persons were purchased using the investment capital of such Reporting Person.
| ITEM 4. |
PURPOSE OF THE TRANSACTION
|
The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
The Reporting Persons acquired the Shares for investment purposes.
The Reporting Persons expect to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interests in, and intentions with respect to, the Issuer and their investments in the Common Stock of the Issuer. Such review
may be based on various factors, including, without limitation, the Issuer’s business and financial condition, results of operations and prospects, general economic and industries conditions, the securities market in general and those for the
Issuer’s securities in particular, other investment opportunities available to the Reporting Persons and concentration of positions in the portfolios managed by the Reporting Persons. The Reporting Persons may take such actions with respect to
their investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments related to the Issuer or selling some or all of its beneficial or economic
holdings in the Issuer, engaging in hedging or similar transactions with respect to the securities of the Issuer and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
On December 16, 2020, Luke Corning was appointed to the board of directors of the Issuer. Mr. Corning serves as Head of Credit for Pentwater Capital. Mr. Corning, in his capacity as a director of the Issuer, may have influence over the
corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as otherwise set forth herein, the Reporting Persons do not have any current plans or proposals which would relate to or would result in any of the events or matters described in (a) through (j) of Item 4 of Schedule 13D.
| ITEM 5. |
INTEREST OF SECURITIES OF THE ISSUER.
|
(a) and (b) Each Reporting Person’s beneficial ownership of Common Stock on the date of this Schedule 13D is reflected on that Reporting Person’s cover page. The information contained on the cover pages to this Schedule 13D is incorporated
herein by reference. By virtue of his position with Halbower Holdings Inc., the general partner of Pentwater Capital, Mr. Halbower has the sole power to vote and dispose of the shares of Common Stock owned by the Reporting Persons.
(c) Except for the transactions described in Exhibit B of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving Common Stock of the Issuer.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, shares of Common Stock.
(e) Not applicable.
| Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
Certain of the Reporting Persons are party to the Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated June 24, 2020 (the “Investors’ Rights Agreement”). The rights set forth in the Investors’ Rights
Agreement terminated upon the consummation of the Issuer’s initial public offering, except for Section 2 relating to registration rights, which are described below.
Demand Registration Rights
At any time beginning on January 14, 2021, the holders of 50% or more of the registrable securities then outstanding may make a written request that the Issuer register some or all of their registrable securities,
subject to certain specified conditions and exceptions. The Issuer is required to use commercially reasonable efforts to affect the registration. A request for registration must cover securities with an aggregate offering price of at least
$10,000,000. The Issuer is not obligated to effect more than two of these registrations.
Piggyback Registration Rights
If the Issuer proposes to register any additional securities under the Securities Act of 1933, as amended (the “Securities Act”), either for its own account or for the account of other stockholders in another offering,
the holders of shares having registration rights will, subject to certain exceptions, be entitled to include their shares in the Issuer’s registration statement, provided that the underwriters of any such offering have the right to limit the
number of shares included in the registration. These registration rights are subject to specified other conditions and limitations as set forth in the Investors’ Rights Agreement.
Form S-3 Registration Rights
At any time after the Issuer is qualified to file registration statements on Form S-3, and subject to limitations and conditions specified in the Investors’ Rights Agreement, the holders of 25% or more of the
registrable securities then outstanding may make a written request that the Issuer prepare and file a registration statement on Form S-3 under the Securities Act registering the resale of their shares, so long as the aggregate price to the public
is at least $2,000,000. The Issuer is not obligated to effect more than two of these Form S-3 registrations in any 12-month period.
Offering Expenses
The Issuer will pay all expenses relating to any demand, piggyback or Form S-3 registration described above, other than underwriting discounts and commissions. These registration rights terminate upon the earliest to
occur of a liquidation event or July 14, 2025.
This summary of the Investors’ Rights Agreement is intended to be a summary and is qualified in its entirety by reference to the Investor Rights Agreement attached hereto as Exhibit 99.1 and incorporated by reference
herein.
The information set forth in Items 4 and 5 hereof is hereby incorporated by reference into this Item 6, as applicable.
| ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS
|
|
Exhibit No.
|
Description
|
|
|
99.1
|
Amended and Restated Investors’ Rights Agreement by and among the Issuer and certain of its stockholders, dated June 24, 2020 (incorporated by reference to Exhibit 4.2 to the Issuer’s
Registration Statement on Form S-1 filed on July 9, 2020).
|
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 23, 2020
|
PENTWATER CAPITAL MANAGEMENT LP
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew Halbower
|
||
|
Name: Matthew Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
CROWN MANAGED ACCOUNTS SPC
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew C. Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
INVESTMENT OPPORTUNITIES 3 SPC
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
LMA SPC ON BEHALF OF MAP 98 SEGREGATED PORTFOLIO
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew C. Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
PWCM MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew C. Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
OCEANA MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew C. Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
PENTWATER CREDIT MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew C. Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew C. Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
PENTWATER MERGER ARBITRAGE FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew C. Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
PENTWATER METRIC MERGER ARBITRAGE FUND LP
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew C. Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
PENTWATER UNCONSTRAINED MASTER FUND LTD.
|
||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
|
|
By:
|
Halbower Holdings, Inc., its general partner
|
|
|
/s/ Matthew C. Halbower
|
||
|
Name: Matthew C. Halbower
|
||
|
Title: Chief Executive Officer
|
||
Exhibit A
Directors of
Pentwater Equity Opportunities Master Fund Ltd.
Pentwater Merger Arbitrage Master Fund Ltd.
PWCM Master Fund Ltd.
Pentwater Credit Master Fund Ltd.
Pentwater Unconstrained Master Fund Ltd.
The name, business address, present principal occupation or employment and citizenship of the directors of the Funds listed above are set forth below. The Funds have no executive officers.
|
Name
|
Present Principal Occupation
|
Citizenship
|
Residence or Business Address
|
|||
|
David Zirin
|
Chief Operating Officer
Pentwater Capital Management LP
|
United States
|
614 Davis Street
Evanston, IL 60201
|
|||
|
Christopher Bowring
|
Managing Director
International Management Services Ltd.
|
United Kingdom
|
P.O. Box 61
Harbour Center
Mary Street
George Town
Grand Cayman KY1-1102
|
|||
|
Geoff Ruddick
|
Director
Paradigm Governance Partners Limited
|
Canada
|
One Capital Place, 3rd Floor
136 Shedden Road
P.O. Box 677
Grand Cayman KY1-9006
Cayman Islands
|
Directors of Investment Opportunities 3 SPC
The name, business address, title, present principal occupation or employment and citizenship of the directors of Investment Opportunities 3 SPC (“MALT”) are set forth below.
|
Name
|
Present Principal Occupation
|
Citizenship
|
Residence or Business Address
|
|||
|
Karla Jocelyn Bodden
|
Executive Director
Queensgate Bank & Trust Co. Ltd.
|
Cayman Islands
|
Queensgate Bank & Trust Co. Ltd, P.O. Box 30464
Harbour Place 5th Floor
103 South Church Street
Grand Cayman
Cayman Islands KY-1202
|
|||
|
Carol Reynolds
|
Executive Director
Queensgate Bank & Trust Co. Ltd.
|
Ireland
Cayman Islands
United Kingdom
|
Queensgate Bank & Trust Co. Ltd, P.O. Box 30464
Harbour Place 5th Floor
103 South Church Street
Grand Cayman
Cayman Islands KY-1202
|
Directors of Crown Managed Accounts SPC
The name, business address, present principal occupation or employment and citizenship of the directors of Crown Managed Accounts SPC (“CROWN”) are set forth below.
|
Name
|
Present Principal Occupation
|
Citizenship
|
Residence or Business Address
|
|||
|
Gähwiler, Urs
|
General Counsel
LGT Capital Partners Ltd.
|
Swiss
|
Herrengasse 12,
FL-9490 Vaduz
Liechtenstein
|
|||
|
Gauch, Roger
|
Managing Partner
LGT Capital Partners Ltd.
|
Swiss
|
Herrengasse 12,
FL-9490 Vaduz
Liechtenstein
|
|||
|
Kirkconnell, Stacey-Ann
|
Consultant
LGT Capital Partners Ltd.
|
British Overseas
Territories
|
Grand Pavillion Commercial Center, 1st Floor
802 West Bay Road
Grand Cayman KY1-1207
Cayman Islands
|
|
Stainrod, Darren
|
Consultant
LGT Capital Partners Ltd.
|
United Kingdom
|
Fidelity Financial Center
3rd Floor
Grand Cayman KY1-1105
Cayman Islands
|
Directors of Oceana Master Fund Ltd.
The name, business address, present principal occupation or employment and citizenship of the directors of Oceana Master Fund Ltd. (“Oceana”), are set forth below.
|
Name
|
Present Principal Occupation
|
Citizenship
|
Residence or Business Address
|
|||
|
David Zirin
|
Chief Operating Officer
Pentwater Capital Management LP
|
United States
|
614 Davis Street
Evanston, IL 60201
|
|||
|
Dennis Hunter
|
Managing Director
Queensgate Bank & Trust Co. Ltd.
|
Great Britain
and Cayman Islands
|
Queensgate Bank & Trust Co. Ltd, P.O. Box 30464
Harbour Place 5th Floor
103 South Church Street
Grand Cayman
Cayman Islands KY-1202
|
|||
|
Karla Jocelyn Bodden
|
Executive Director
Queensgate Bank & Trust Co. Ltd.
|
Cayman Islands
|
Queensgate Bank & Trust Co. Ltd, P.O. Box 30464
Harbour Place 5th Floor
103 South Church Street
Grand Cayman
Cayman Islands KY-1202
|
Directors of LMA SPC on behalf of MAP 98 Segregated Portfolio
The name, business address, present principal occupation or employment and citizenship of the directors of LMA SPC on behalf of MAP98 Segregated Portfolio (“MAP”), are set forth below.
|
Name
|
Present Principal Occupation
|
Citizenship
|
Residence or Business Address
|
|||
|
J. Scott Perkins
|
Executive Managing Director
Lighthouse Investment Partners LLC
|
United States
|
Lighthouse Investment Partners, LLC
3801 PGA Blvd., Suite 500
Palm Beach Gardens, FL 33410
|
|||
|
Robert P. Swan III
|
Chief Operating Officer
Lighthouse Investment Partners LLC
|
United States
|
Lighthouse Investment Partners, LLC
3801 PGA Blvd., Suite 500
Palm Beach Gardens, FL 33410
|
|
Sean G. McGould
|
Executive Managing Director
Lighthouse Investment Partners LLC
|
United States
|
Lighthouse Investment Partners, LLC
3801 PGA Blvd., Suite 500
Palm Beach Gardens, FL 33410
|
Exhibit B
Transactions in the Shares of the Issuer During the Past 60 Days
For account of Crown Managed Accounts SPC
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
23.00
|
11.50
|
|
10/27/2020
|
Sell
|
13.00
|
11.54
|
|
11/2/2020
|
Buy
|
110.00
|
10.68
|
|
11/4/2020
|
Sell
|
9.00
|
11.26
|
|
11/5/2020
|
Sell
|
16.00
|
11.26
|
|
11/27/2020
|
Sell
|
12.00
|
11.61
|
For account of Investment Opportunities 3SPC
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
31.00
|
11.50
|
|
10/27/2020
|
Sell
|
17.00
|
11.54
|
|
11/2/2020
|
Buy
|
152.00
|
10.68
|
|
11/4/2020
|
Sell
|
11.00
|
11.26
|
|
11/5/2020
|
Sell
|
21.00
|
11.26
|
|
11/27/2020
|
Sell
|
16.00
|
11.61
|
For account of LMA SPC on behalf of MAP 98 Segregated Portfolio
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
81.00
|
11.50
|
|
10/27/2020
|
Sell
|
44.00
|
11.54
|
|
11/2/2020
|
Buy
|
144.00
|
10.68
|
|
11/4/2020
|
Sell
|
30.00
|
11.26
|
|
11/5/2020
|
Sell
|
56.00
|
11.26
|
|
11/27/2020
|
Sell
|
43.00
|
11.61
|
For account of PWCM Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
529.00
|
11.50
|
|
10/27/2020
|
Sell
|
285.00
|
11.54
|
|
11/2/2020
|
Buy
|
1,016.00
|
10.68
|
|
11/4/2020
|
Sell
|
196.00
|
11.26
|
|
11/5/2020
|
Sell
|
366.00
|
11.26
|
|
11/27/2020
|
Sell
|
282.00
|
11.61
|
For account of Oceana Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
304.00
|
11.50
|
|
10/27/2020
|
Sell
|
164.00
|
11.54
|
|
11/2/2020
|
Buy
|
599.00
|
10.68
|
|
11/4/2020
|
Sell
|
113.00
|
11.26
|
|
11/5/2020
|
Sell
|
210.00
|
11.26
|
|
11/27/2020
|
Sell
|
161.00
|
11.61
|
For account of Pentwater Credit Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
112.00
|
11.50
|
|
10/27/2020
|
Sell
|
60.00
|
11.54
|
|
11/2/2020
|
Buy
|
208.00
|
10.68
|
|
11/4/2020
|
Sell
|
42.00
|
11.26
|
|
11/5/2020
|
Sell
|
77.00
|
11.26
|
|
11/27/2020
|
Sell
|
59.00
|
11.61
|
For account of Pentwater Equity Opportunities Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
188.00
|
11.50
|
|
10/27/2020
|
Sell
|
101.00
|
11.54
|
|
11/2/2020
|
Buy
|
436.00
|
10.68
|
|
11/4/2020
|
Sell
|
70.00
|
11.26
|
|
11/5/2020
|
Sell
|
130.00
|
11.26
|
|
11/27/2020
|
Sell
|
100.00
|
11.61
|
For account of Pentwater Merger Arbitrage Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
580.00
|
11.50
|
|
10/27/2020
|
Sell
|
312.00
|
11.54
|
|
11/2/2020
|
Buy
|
1,195.00
|
10.68
|
|
11/4/2020
|
Sell
|
216.00
|
11.26
|
|
11/5/2020
|
Sell
|
400.00
|
11.26
|
|
11/27/2020
|
Sell
|
308.00
|
11.61
|
For account of Pentwater Metric Merger Arbitrage Master Fund LP
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
31.00
|
11.50
|
|
10/27/2020
|
Sell
|
16.00
|
11.54
|
|
11/2/2020
|
Buy
|
125.00
|
10.68
|
|
11/4/2020
|
Sell
|
12.00
|
11.26
|
|
11/5/2020
|
Sell
|
21.00
|
11.26
|
|
11/27/2020
|
Sell
|
17.00
|
11.61
|
For account of Pentwater Unconstrained Master Fund Ltd.
|
Date
|
Transaction Type
|
Number of shares of Common
Stock
|
Price ($)
|
|
10/26/2020
|
Sell
|
4.00
|
11.50
|
|
10/27/2020
|
Sell
|
2.00
|
11.54
|
|
11/2/2020
|
Buy
|
15.00
|
10.68
|
|
11/4/2020
|
Sell
|
1.00
|
11.26
|
|
11/5/2020
|
Sell
|
3.00
|
11.26
|
|
11/27/2020
|
Sell
|
2.00
|
11.61
|