| Item 1. | |
| (a) | Name of issuer:
CRESCENT BIOPHARMA, INC. |
| (b) | Address of issuer's principal executive offices:
300 Fifth Avenue, Waltham, MA 02451 |
| Item 2. | |
| (a) | Name of person filing:
Logos Global Management LP ("Logos Global")
Logos Global Management GP LLC ("Logos Global GP")
Logos Global Master Fund LP ("Global Fund")
Logos GP LLC ("Logos GP")
Arsani William
Logos Global is the investment adviser to investment funds, including Global Fund. Logos Global GP is the general partner of Logos Global. Logos GP is the general partner of Global Fund. Dr. William is a control person of Logos Global, Logos Global GP and Logos GP.
The reporting persons are filing this statement jointly but not as members of a group, and they expressly disclaim membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Global Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
One Letterman Drive, Building C, Suite C3-350, San Francisco, California 94129 |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. |
| (d) | Title of class of securities:
Ordinary Shares |
| (e) | CUSIP No.:
G2545C104 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Logos Global: 575,000
Logos Global GP: 575,000
Global Fund: 100,000
Logos GP: 100,000
Arsani William: 575,000 |
| (b) | Percent of class:
Logos Global: 4.1%
Logos Global GP: 4.1%
Global Fund: 0.7%
Logos GP: 0.7%
Arsani William: 4.1% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Logos Global: 0
Logos Global GP: 0
Global Fund: 0
Logos GP: 0
Arsani William: 0
|
| | (ii) Shared power to vote or to direct the vote:
Logos Global: 575,000
Logos Global GP: 575,000
Global Fund: 100,000
Logos GP: 100,000
Arsani William: 575,000
|
| | (iii) Sole power to dispose or to direct the disposition of:
Logos Global: 0
Logos Global GP: 0
Global Fund: 0
Logos GP: 0
Arsani William: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Logos Global: 575,000
Logos Global GP: 575,000
Global Fund: 100,000
Logos GP: 100,000
Arsani William: 575,000
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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