UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
Forte
Biosciences, Inc.
(Name of Issuer)
Common
Stock, $0.001 par value
(Title of Class of Securities)
34962G109
(CUSIP Number)
August
28, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1 (b) |
| x | Rule 13d-1 (c) |
| ¨ | Rule 13d-1 (d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 8 Pages
| CUSIP No. 34962G109 | 13G | Page 2 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE
VOTING POWER
|
| 6 |
SHARED
VOTING POWER
| |
| 7 |
SOLE
DISPOSITIVE POWER
| |
| 8 |
SHARED
DISPOSITIVE POWER
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
| 12 |
TYPE
OF REPORTING PERSON*
|
| CUSIP No. 34962G109 | 13G | Page 3 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE
VOTING POWER
|
| 6 |
SHARED
VOTING POWER
| |
| 7 |
SOLE
DISPOSITIVE POWER
| |
| 8 |
SHARED
DISPOSITIVE POWER
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
| 12 |
TYPE
OF REPORTING PERSON*
|
| CUSIP No. 34962G109 | 13G | Page 4 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE
VOTING POWER
|
| 6 |
SHARED
VOTING POWER
| |
| 7 |
SOLE
DISPOSITIVE POWER
| |
| 8 |
SHARED
DISPOSITIVE POWER
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
| 12 |
TYPE
OF REPORTING PERSON*
|
| CUSIP No. 34962G109 | 13G | Page 5 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 |
SOLE
VOTING POWER
|
| 6 |
SHARED
VOTING POWER
| |
| 7 |
SOLE
DISPOSITIVE POWER
| |
| 8 |
SHARED
DISPOSITIVE POWER
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
| 12 |
TYPE
OF REPORTING PERSON*
|
| CUSIP No. 34962G109 | 13G | Page 6 of 8 Pages |
Item 1.
| (a) | Name of Issuer: | Forte Biosciences, Inc. |
| (b) | Address of Issuer's Principal Executive Offices: |
1124 W Carson Street
MRL Building 3-320
Torrance, California 90502
Item 2.
| (a) | Name of Person Filing: | Nemean Asset Management, LLC | |
|
South Ocean Capital Management, LLC Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian Steven Oliveira |
| (b) | Address of Principal Business Office or if none, Residence: |
Nemean Asset Management, LLC:
225 Via Palacio
Palm Beach Gardens, FL 33418
South Ocean Capital Management, LLC:
225 Via Palacio
Palm Beach Gardens, FL 33418
Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian and Steven Oliveira:
225 Via Palacio
Palm Beach Gardens, FL 33418
| (c) | Citizenship: |
Nemean Asset Management, LLC – Florida South Ocean Capital Management, LLC – Florida | |
| Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian | |||
| and Steven Oliveira – U.S.A. |
| (d) | Title of Class of Securities: Common Stock, $0.001 par value |
| (e) | CUSIP Number: | 34962G109 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
Nemean Asset Management, LLC – 225,000 shares.
South Ocean Capital Management, LLC – 151,067 shares.
Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian – 185,000 shares.
Steven Oliveira – 561,067 shares. Consists of securities owned by Nemean Asset Management, LLC, South Ocean Capital Management, LLC, and Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian.
Steven Oliveira has voting and dispositive power over the securities owned by Nemean Asset Management, LLC, South Ocean Capital Management, LLC, and Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian.
| (b) | Percent of Class: |
Nemean Asset Management, LLC – 2.01%
South Ocean Capital Management, LLC –1.35%
Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian– 1.65%
Steven Oliveira – 5.01%
The foregoing percentages are based on 11,204,844 shares of common stock outstanding as of August 4, 2020 as disclosed in the Issuer’s prospectus filed with the SEC on August 10, 2020.
| CUSIP No. 34962G109 | 13G | Page 7 of 8 Pages |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
Nemean Asset Management, LLC – 225,000 shares.
South Ocean Capital Management, LLC – 151,067 shares.
Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian – 185,000 shares.
Steven Oliveira – 561,067 shares.
| (ii) | shared power to vote or to direct the vote: |
Nemean Asset Management, LLC – 0 share.
South Ocean Capital Management, LLC – 0 share.
Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian – 0 share.
Steven Oliveira – 0 share.
| (iii) | sole power to dispose or to direct the disposition of: |
Nemean Asset Management, LLC – 225,000 shares.
South Ocean Capital Management, LLC – 151,067 shares.
Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian – 185,000 shares.
Steven Oliveira – 561,067 shares.
| (iv) | shared power to dispose or to direct the disposition of: |
Nemean Asset Management, LLC – 0 share.
South Ocean Capital Management, LLC – 0 share.
Steven M Oliveira Roth IRA, Interactive Brokers LLC Custodian – 0 share.
Steven Oliveira – 0 share.
| Item 5. | Ownership of Five Percent or Less of a Class: Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
| CUSIP No. 34962G109 | 13G | Page 8 of 8 Pages |
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.
September 1, 2020
| NEMEAN ASSET MANAGEMENT, LLC | |||
| By: | /s/ Steven Oliveira | ||
| Name: | Steven Oliveira | ||
| Title: | Authorized Signatory | ||
| SOUTH OCEAN CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Steven Oliveira | ||
| Name: | Steven Oliveira | ||
| Title: | Authorized Signatory | ||
| STEVEN M OLIVEIRA ROTH IRA, INTERACTIVE BROKERS LLC CUSTODIAN | |||
| /s/ Steven Oliveira | |||
| Steven Oliveira | |||
| /s/ Steven Oliveira | |||
| Steven Oliveira | |||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.001 par value, of Forte Biosciences, Inc., a Delaware company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of September 1, 2020.
| NEMEAN ASSET MANAGEMENT, LLC | |||
| By: | /s/ Steven Oliveira | ||
| Name: | Steven Oliveira | ||
| Title: | Authorized Signatory | ||
| SOUTH OCEAN CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Steven Oliveira | ||
| Name: | Steven Oliveira | ||
| Title: | Authorized Signatory | ||
| STEVEN M OLIVEIRA ROTH IRA, INTERACTIVE BROKERS LLC CUSTODIAN | |||
| /s/ Steven Oliveira | |||
| Steven Oliveira | |||
| /s/ Steven Oliveira | |||
| Steven Oliveira | |||