| Item 1. | |
| (a) | Name of issuer:
Neurogene Inc. |
| (b) | Address of issuer's principal executive offices:
535 W 24th Street, 5th Floor, New York, NEW YORK, 10011. |
| Item 2. | |
| (a) | Name of person filing:
Commodore Capital LP
Commodore Capital Master LP
Each a "Filer." |
| (b) | Address or principal business office or, if none, residence:
The address for Commodore Capital LP is 444 Madison Avenue, Floor 35, New York, NY 10022.
The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands. |
| (c) | Citizenship:
See Item 4 of the cover page for each Filer. |
| (d) | Title of class of securities:
Common Stock, $0.000001 par value |
| (e) | CUSIP No.:
64135M105 |
| 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:
See Item 9 of the cover page for each Filer.
Commodore Capital LP (the "Firm") is the investment manager to Commodore Capital Master LP. As of June 30, 2025 the Firm may be deemed to beneficially own an aggregate of 427,866 shares of Common Stock, $0.000001 par value of Neurogene Inc. (the "Issuer"). The Firm, as the investment manager to Commodore Capital Master LP, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 14,269,264 Common Shares reported as issued and outstanding as of June 30, 2025 in the Issuer?s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025. |
| (b) | Percent of class:
See Item 11 of the cover page for each Filer. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Filer.
|
| | (ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Filer.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Filer.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Filer.
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| 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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