Form SCHEDULE 13D/A Aura Biosciences, Inc. Filed by: Matrix Capital Management Company, LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Aura Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
(CUSIP Number) |
Joseph Downing Matrix Capital Management Company LP, 3 Pleasant Street, Suite 400 Portsmouth, NH, 03801 603-956-9145 Christopher Van Buren Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas New York, NY, 10019 (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/07/2026 (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 (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Matrix Capital Management Company LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
David E. Goel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | 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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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Aura Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
80 GUEST STREET, BOSTON,
MASSACHUSETTS
, 02135. | |
Item 1 Comment:
The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed by the undersigned on November 4, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed by the undersigned with the Securities and Exchange Commission (the "SEC") on December 7, 2022 ("Amendment No. 1"), Amendment No. 2 filed by the undersigned with the SEC on November 9, 2023 ("Amendment No. 2"), and Amendment No. 3 filed by the undersigned with the Securities and Exchange Commission on May 19, 2025 ("Amendment No. 3" and the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the "Schedule 13D"). This Amendment No. 4 amends and restates Item 5. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person. | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | On April 30, 2026, the Matrix Fund agreed to sell and the Issuer agreed to repurchase 6,922,870 shares of Common Stock from the Matrix Fund at a price of $5.64 per share, contingent upon the closing of a separate equity offering by the Issuer and certain other conditions (the "Repurchase"). The Repurchase closed on May 7, 2026. Except for the Repurchase, no transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days. | |
| (d) | Not applicable | |
| (e) | May 7, 2026 | |
| 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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