SCHEDULE 13G/A: Farallon Capital Entities Report 6% Beneficial Ownership in Elevation Oncology
Beneficial Ownership Report (Schedule 13G Amendment)
Farallon Capital and its affiliated entities, including various funds and managing members, have filed an amended Schedule 13G reporting a collective beneficial ownership of 6% in Elevation Oncology, Inc. as of December 31, 2024.
Summary
- Farallon Capital Partners, L.P. and its affiliated funds (Farallon Funds) collectively hold shares in Elevation Oncology, Inc.
- The Farallon Funds' beneficial ownership ranges from 0.1% to 2.1% individually.
- Farallon Partners, L.L.C., as the general partner for most Farallon Funds, is deemed a beneficial owner of 3,123,182 shares, representing 5.3% of Elevation Oncology's common stock.
- Several individual managing members and senior managing members of Farallon's general partners, including Joshua J. Dapice, Philip D. Dreyfuss, and Hannah E. Dunn, are each deemed beneficial owners of 3,527,482 shares, representing 6% of Elevation Oncology's common stock.
- The filing is an Amendment No. 2 to a Schedule 13G, indicating a previous filing and an update to the reported beneficial ownership.
- The reporting persons certify that the securities were not acquired or held for the purpose of changing or influencing the control of Elevation Oncology, Inc., except for activities related to nominations under Rule 14a-11.
- The filing was made under Rule 13d-1(c) of the Securities Exchange Act of 1934.
Sentiment
Score: 5
Explanation: The document is a factual report of beneficial ownership, providing neutral information without positive or negative implications for the issuer's performance or outlook.
Risks
- The Reporting Persons neither disclaim nor affirm the existence of a group among them, which could imply potential coordinated action, though they certify the shares were not acquired for control purposes.
Future Outlook
NA
Industry Context
This filing is a standard disclosure of significant beneficial ownership by an institutional investor in a publicly traded company, common in the financial industry for transparency regarding large stakes. It does not provide insights into Elevation Oncology's operational performance or industry trends.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Managing Member of Farallon General Partner and Manager of FCIP V General Partner and F5MI General Partner | NA | Patrick (Cheng) Luo | 01/01/2025 | Became a managing member/manager, leading to being deemed a beneficial owner of the shares held by the Farallon Funds. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Filing Basis | The Schedule 13G is filed pursuant to Rule 240.13d-1(c). | NA | Indicates the filing is by a passive investor group, not an institutional investor or a group formed for control purposes. |
| Group Formation Disclaimer | The Reporting Persons neither disclaim nor affirm the existence of a group among them. | NA | This statement is a legal formality to avoid being deemed a 'group' under Section 13(d) rules, which would trigger different reporting obligations, while still acknowledging their collective filing. |
| Investment Intent Certification | The Reporting Persons certify that the securities were not acquired or held for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11. | NA | Reassures that the investment is primarily passive, though it leaves open the possibility of engaging in proxy solicitations for director nominations. |
Stakeholder Impact
- Shareholders: Provides transparency regarding significant institutional ownership in Elevation Oncology, Inc., indicating a notable stake held by Farallon Capital and its affiliates.
Key Dates
| Date | Description |
|---|---|
| 12/31/2024 | Date of event which requires filing of this statement (beneficial ownership calculation date). |
| 01/01/2025 | Effective date for Patrick (Cheng) Luo becoming a managing member of Farallon General Partner and a manager of FCIP V General Partner and F5MI General Partner, making him a deemed beneficial owner of the shares held by Farallon Funds. |
| 02/05/2025 | Date the Schedule 13G was signed and filed. |
Keywords
Elevation Oncology, Farallon Capital, Schedule 13G, Beneficial Ownership, SEC Filing, Common Stock, Institutional Investor, Investment Fund, Biotechnology
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