0000899140-24-001042.txt : 20240930 0000899140-24-001042.hdr.sgml : 20240930 20240930171745 ACCESSION NUMBER: 0000899140-24-001042 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20240926 FILED AS OF DATE: 20240930 DATE AS OF CHANGE: 20240930 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUVRETTA CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001569064 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39267 FILM NUMBER: 241340440 BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127025204 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cowen Aaron CENTRAL INDEX KEY: 0001869640 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39267 FILM NUMBER: 241340437 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Averill Madison Master Fund, Ltd. CENTRAL INDEX KEY: 0002021243 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39267 FILM NUMBER: 241340439 BUSINESS ADDRESS: STREET 1: C/O SUVRETTA CAPITAL MANAGEMENT, LLC STREET 2: 540 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-702-5205 MAIL ADDRESS: STREET 1: C/O SUVRETTA CAPITAL MANAGEMENT, LLC STREET 2: 540 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Averill Master Fund, Ltd. CENTRAL INDEX KEY: 0001939329 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39267 FILM NUMBER: 241340438 BUSINESS ADDRESS: STREET 1: C/O SUVRETTA CAPITAL MANAGEMENT, LLC STREET 2: 540 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-702-5205 MAIL ADDRESS: STREET 1: C/O SUVRETTA CAPITAL MANAGEMENT, LLC STREET 2: 540 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Benitec Biopharma Inc. CENTRAL INDEX KEY: 0001808898 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3940 TRUST WAY CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: (510) 780-0819 MAIL ADDRESS: STREET 1: 3940 TRUST WAY CITY: HAYWARD STATE: CA ZIP: 94545 4 1 form4.xml X0508 4 2024-09-26 0001808898 Benitec Biopharma Inc. BNTC 0001569064 SUVRETTA CAPITAL MANAGEMENT, LLC 540 MADISON AVENUE 7TH FLOOR NEW YORK NY 10022 true true 0002021243 Averill Madison Master Fund, Ltd. C/O SUVRETTA CAPITAL MANAGEMENT, LLC 540 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 true true 0001939329 Averill Master Fund, Ltd. C/O SUVRETTA CAPITAL MANAGEMENT, LLC 540 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 true true 0001869640 Cowen Aaron C/O SUVRETTA CAPITAL MANAGEMENT, LLC 540 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 true true false Common stock, par value $0.0001 per share 2024-09-26 4 X 0 588236 1.9299 A 2058415 I See footnotes Common stock, par value $0.0001 per share 2024-09-26 4 X 0 4605000 3.86 A 6663415 I See footnotes Common stock, par value $0.0001 per share 2024-09-26 4 X 0 1219970 0.0001 A 7883385 I See footnotes Common stock, par value $0.0001 per share 2024-09-26 4 X 0 576347 3.86 A 797458 I See footnotes Common stock, par value $0.0001 per share 2024-09-26 4 X 0 148210 0.0001 A 945668 I See footnotes Series 2 Common Warrants 1.9299 2024-09-26 4 X 0 10000000 0 D 2022-12-09 2027-12-09 Common Stock 588236 0 I See footnotes Common Warrants 3.86 2024-09-26 4 X 0 4605000 0 D 2023-08-11 2028-08-11 Common Stock 4605000 0 I See footnotes Pre-Funded Warrants 0.0001 2024-09-26 4 X 0 1219970 0 D 2023-08-11 Common Stock 4605000 3385030 I See footnotes Common Warrants 3.86 2024-09-26 4 X 0 576347 0 D 2023-08-11 2028-08-11 Common Stock 576347 0 I See footnotes Pre-Funded Warrants 0.0001 2024-09-26 4 X 0 148210 0 D 2023-08-11 Common Stock 576347 428137 I See footnotes Notes are included on Exhibit 99.1. Notes are included on Exhibit 99.1. Notes are included on Exhibit 99.1. Notes are included on Exhibit 99.1. Notes are included on Exhibit 99.1. Notes are included on Exhibit 99.1. Notes are included on Exhibit 99.1. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signature Suvretta Capital Management, LLC; By: /s/Andrew Nathanson , General Counsel & Chief Compliance Officer 2024-09-30 EX-99.1 2 s79394381a.htm EXPLANATION OF RESPONSES
Exhibit 99.1

Explanation of Responses:

(1)
This Form 4 is filed on behalf of Averill Master Fund, Ltd., a Cayman Islands exempted company (“Averill Master Fund”), Averill Madison Master Fund, Ltd., a Cayman Islands exempted company (“Averill Madison Master Fund” and, together with the Averill Master Fund, the “Funds”), Suvretta Capital Management, LLC, a Delaware limited liability company (“Suvretta Capital”), and Aaron Cowen (“Mr. Cowen”) (collectively, the “Reporting Persons”).  Suvretta Capital is the investment manager of the Funds.  Mr. Cowen may be deemed to control Suvretta Capital and therefore may be deemed to beneficially own shares of Common Stock (as defined below) held by the Funds.  Mr. Cowen disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of any indirect pecuniary interest therein.  The securities reported herein are directly held by either Averill Master Fund or Averill Madison Master Fund as noted herein. Each of the Funds may be deemed a director by deputization by virtue of Kishan Mehta, a portfolio manager of Suvretta Capital, serving on the board of directors of the Issuer.  For purposes of the exemption under Rule 16-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any and all shares by the Reporting Persons as a result of or in connection with the transactions reported in this Form 4.
(2)
Represents the exercise of Series 2 warrants of Benitec Biopharma Inc. (the “Issuer”) issued by the Issuer on September 15, 2022 for shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Issuer, which are directly held by Averill Master Fund.
(3)
Represents the exercise of common warrants of the Issuer, issued by the Issuer on August 11, 2023, for shares of Common Stock, which are directly held by Averill Master Fund.
(4)
Represents the exercise of a portion of the pre-funded warrants of the Issuer, issued by the Issuer on August 11, 2023, for shares of Common Stock, which are directly held by Averill Master Fund.
(5)
Represents the exercise of common warrants of the Issuer, issued by the Issuer on August 11, 2023, for shares of Common Stock, which are directly held by Averill Madison Master Fund.
(6)
Represents the exercise of a portion of the pre-funded warrants of the Issuer, issued by the Issuer on August 11, 2023, for shares of Common Stock, which are directly held by Averill Madison Master Fund.
(7)
The Pre-Funded Warrants reflected herein  are exercisable at any time after their applicable original issuance and expire when exercised in full.
EX-99.2 3 s79394381b.htm JOINT FILER INFORMATION
Exhibit 99.2

Joint Filer Information

Joint Filers:

1. Name:
Aaron Cowen
  
Address:
  
c/o Suvretta Capital Management, LLC
   
540 Madison Avenue, 7th Floor
   
New York, NY 10022
     
2. Name:
Averill Master Fund, Ltd.
  
Address:
  
c/o Suvretta Capital Management, LLC
   
540 Madison Avenue, 7th Floor
   
New York, NY 10022
     
3. Name:
Averill Madison Master Fund, Ltd.
  
Address:
  
c/o Suvretta Capital Management, LLC
   
540 Madison Avenue, 7th Floor
   
New York, NY 10022

EX-99.3 4 s79394381c.htm JOINT FILERS' SIGNATURES
Exhibit 99.3

Joint Filers’ Signatures




AVERILL MASTER FUND, LTD.


By:     /s/ Andrew Nathanson                                             
Date:  September 30, 2024
 
Name:  Andrew Nathanson
  
 
Title:  Authorized Signatory
  
   
   
AVERILL MADISON MASTER FUND, LTD.
  
   
   
By:    /s/Andrew Nathanson                                               
Date:  September 30, 2024
 
Name:  Andrew Nathanson
  
 
Title:  Authorized Signatory
  
   
   
By:    /s/  Aaron Cowen                                                       
Date:  September 30, 2024
 
Name:  Aaron Cowen