UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Carisma Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
14216R 101
(CUSIP Number)
Trustees of the University of Pennsylvania
2929 Walnut Street, Suite 300
Philadelphia, PA 19104
(215) 898-1903
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 15, 2023
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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).
CUSIP No. 428304307
| 1 |
Names of Reporting Persons
Trustees of the University of Pennsylvania | |||||
| 2 | Check the Appropriate Box if a Member of a Group (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)
☐ | |||||
| 6 | Citizenship or Place of Organization
Pennsylvania | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
1,252,107 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
1,252,107 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,252,107 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
3.10%(1) | |||||
| 14 | Type of Reporting Person
CO | |||||
| (1) | As more fully described in the responses to Items 3 through 6 of this Schedule 13D, based on approximately 40,356,806 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 6, 2023. |
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment”) to Schedule 13D is filed by The Trustees of the University of Pennsylvania (the “Reporting Person”) with respect to the common stock, par value $0.001 (“Common Stock”) of Carisma Therapeutics, Inc. a Delaware corporation (the “Issuer”), originally filed on behalf of the Reporting Person with the United States Securities and Exchange Commission (the “SEC”) on March 17, 2023 (the “Original Schedule 13D”) to amend and restate the disclosures provided in Items 5(a) – (c) of the Original Schedule 13D. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The disclosures provided in Item 5(a) – (c) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
(a) and (b) Items 7 to 11 of the cover pages of this Schedule 13D are incorporated herein by reference.
(c) The transactions effected by the Reporting Person in respect of Common Stock since the most recent filing of the Reporting Person on Schedule 13D are set forth on the below table. All transactions below were effected by the Reporting Person in open market transactions at prevailing markets prices.
| Transaction Date |
Price Per Share |
Number of Shares |
Transaction | |||
| 9/13/2023 | 5.0000 | 2,762 | Sale | |||
| 9/13/2023 | 4.8242 | 19,884 | Sale | |||
| 9/14/2023 | 4.7232 | 23,043 | Sale | |||
| 9/15/2023 | 4.8628 | 43,683 | Sale | |||
| 9/15/2023 | 5.0133 | 600 | Sale | |||
| 9/18/2023 | 5.0000 | 200 | Sale | |||
| 9/18/2023 | 4.8095 | 29,462 | Sale | |||
| 9/19/2023 | 4.6000 | 35,380 | Sale | |||
| 9/20/2023 | 4.5610 | 32,801 | Sale | |||
| 9/21/2023 | 3.9681 | 61,003 | Sale | |||
| 9/22/2023 | 3.9459 | 38,669 | Sale | |||
| 9/22/2023 | 4.0700 | 80 | Sale | |||
| 9/25/2023 | 4.0992 | 23,908 | Sale | |||
| 9/26/2023 | 4.2474 | 13,741 | Sale | |||
| 9/27/2023 | 4.4373 | 41,186 | Sale | |||
| 9/28/2023 | 4.3725 | 27,254 | Sale | |||
| 9/29/2023 | 4.2700 | 29,312 | Sale | |||
| 10/2/2023 | 4.2569 | 11,299 | Sale | |||
| 10/9/2023 | 4.3295 | 16,382 | Sale | |||
| 10/10/2023 | 4.3141 | 22,530 | Sale | |||
| 10/11/2023 | 4.1729 | 82,680 | Sale | |||
| 10/12/2023 | 3.5780 | 57,745 | Sale | |||
| 10/13/2023 | 3.4588 | 57,547 | Sale | |||
| 10/16/2023 | 3.3783 | 38,638 | Sale | |||
| 10/17/2023 | 3.3855 | 42,968 | Sale | |||
| 10/18/2023 | 3.0518 | 42,889 | Sale | |||
| 10/19/2023 | 2.9741 | 28,615 | Sale | |||
| 10/20/2023 | 2.8496 | 25,963 | Sale | |||
| 10/23/2023 | 2.7788 | 40,794 | Sale | |||
| 10/24/2023 | 2.8627 | 27,662 | Sale | |||
| 10/25/2023 | 2.7829 | 12,025 | Sale |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
Date: January 26, 2024
| THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA | ||
| By: |
/s/ Margaret Heer | |
| Name: |
Margaret Heer | |
| Title: |
Associate Treasurer | |