| Item 1. | |
| (a) | Name of issuer:
Prime Medicine, Inc. |
| (b) | Address of issuer's principal executive offices:
60 First Street, Cambridge, MA 02139 |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Newpath Partners, L.P. ("Newpath LP");
Newpath GP, L.P. ("Newpath GP LP");
Newpath GP, LLC ("Newpath GP LLC"); and
Thomas Cahill ("Mr. Cahill") |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons in:
800 Boylston Street, Suite 2222
Boston, MA 02199 |
| (c) | Citizenship:
Newpath LP is a Delaware limited partnership;
Newpath GP LP is a Delaware limited partnership;
Newpath GP LLC is a Delaware limited liability company; and
Mr. Cahill is a United States citizen |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 per share |
| (e) | CUSIP No.:
74168J101 |
| 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);
|
| (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:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 131,160,842 shares of Common Stock, par value $0.00001 per share (the "Common Stock") of Prime Medicine, Inc. (the "Issuer") outstanding as of December 5, 2024, as reported in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 13, 2024.
Newpath LP directly holds 6,105,679 shares of the Issuer's Common Stock. Newpath GP LP is the general partner of Newpath LP and Newpath GP LLC is the general partner of Newpath GP LP. Mr. Cahill, a member of the Issuer's board of directors, is the managing member of Newpath GP LLC. |
| (b) | Percent of class:
4.7% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
6,105,679
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
6,105,679
|
| 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. |
| |
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. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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