SCHEDULE 13G/A: FMR LLC and Abigail P. Johnson Maintain Significant Stake in Upstream Bio Inc.
Beneficial Ownership Report
FMR LLC and Abigail P. Johnson have disclosed a continued beneficial ownership of 13.4% of Upstream Bio Inc.'s common stock as of December 31, 2024.
Summary
- FMR LLC and Abigail P. Johnson, as reporting persons, beneficially own an aggregate of 7,176,187 shares of Upstream Bio Inc.'s common stock.
- This ownership represents 13.4% of the total outstanding common stock of Upstream Bio Inc.
- FMR LLC holds sole voting power over 7,158,107 shares and sole dispositive power over 7,176,187 shares.
- Abigail P. Johnson holds sole dispositive power over 7,176,187 shares, with no sole or shared voting power.
- The filing is an Amendment No. 1 to a Schedule 13G, indicating a previous filing for the same stake.
- The securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing the control of Upstream Bio Inc.
- FMR LLC is classified as a parent holding company, and Abigail P. Johnson is an individual.
- Several FMR LLC subsidiaries, including FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, and Fidelity Management Trust Company, are identified as entities that beneficially own shares.
Sentiment
Score: 5
Explanation: The document is a routine regulatory filing (Schedule 13G) disclosing beneficial ownership. It contains no operational or financial performance data, nor does it indicate any intent to influence control, thus maintaining a neutral sentiment.
Positives
- The continued significant ownership by a major institutional investor like FMR LLC may signal confidence in Upstream Bio Inc.'s long-term prospects.
- The filing explicitly states that the shares are held in the ordinary course of business and not for the purpose of influencing control, suggesting a passive, investment-oriented stake.
Negatives
- The document does not contain any negative information regarding Upstream Bio Inc.'s operations or financial performance, as it is solely an ownership disclosure.
Risks
- The document does not explicitly mention specific risks related to Upstream Bio Inc.'s business or operations, as it is a beneficial ownership report.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding Upstream Bio Inc.'s future performance or strategic direction, as it is a regulatory filing focused on beneficial ownership disclosure.
Industry Context
This filing reflects a routine disclosure by a major asset manager, FMR LLC (Fidelity), regarding its passive investment stake in a biotechnology company, Upstream Bio Inc. Such disclosures are common in the investment industry and provide transparency into significant institutional holdings, which can be a signal of investor interest in the biotech sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Structure Clarification | The document clarifies that members of the Johnson family, including Abigail P. Johnson, are the predominant owners of Series B voting common shares of FMR LLC, representing 49% of the voting power. They have a shareholders' voting agreement to vote Series B shares in accordance with the majority, potentially forming a controlling group with respect to FMR LLC under the Investment Company Act of 1940. | NA | This clarifies the ultimate control structure of FMR LLC, the reporting entity, but does not indicate a change in Upstream Bio Inc.'s corporate governance. |
Related Party Transactions
- The document details the relationship between FMR LLC and Abigail P. Johnson, noting Abigail P. Johnson's role as Director, Chairman, and CEO of FMR LLC, and the Johnson family's predominant ownership and voting control over FMR LLC. This clarifies the reporting persons' interconnectedness but does not describe specific related-party transactions involving Upstream Bio Inc.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional investor's stake, which can be viewed positively as a vote of confidence, but does not imply any direct operational impact.
Key Dates
| Date | Description |
|---|---|
| 2023-01-03 | Effective date of Power of Attorney for FMR LLC and its direct and indirect subsidiaries. |
| 2023-01-26 | Effective date of Power of Attorney for Abigail P. Johnson. |
| 2023-01-31 | Accession number for Exhibit 24 to the Schedule 13G filed by FMR LLC related to Abigail P. Johnson's power of attorney. |
| 2024-12-31 | Date of event which requires filing of this statement (reporting period end date). |
| 2025-02-11 | Date of filing of this Schedule 13G Amendment No. 1. |
Keywords
Upstream Bio Inc, FMR LLC, Abigail P. Johnson, Beneficial Ownership, Schedule 13G, Common Stock, Institutional Investor, SEC Filing, Ownership Stake, Biotechnology
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