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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Poseida Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
73730P108 (CUSIP Number) |
Matthew Halbower Pentwater Capital Management LP, 1001 10th Avenue South, Suite 216 Naples, FL, 34102 239-384-9750 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/08/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 73730P108 |
| 1 |
Name of reporting person
Pentwater Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 73730P108 |
| 1 |
Name of reporting person
Matthew Halbower | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Poseida Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9390 TOWNE CENTRE DRIVE, SUITE 200, SAN DIEGO,
CALIFORNIA
, 92121. | |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on December 28, 2020 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"). This Amendment No. 3 supplements Items 4 and 6 and amends and restates Item 5(a)-(c), and (e) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Pursuant to the terms of the Pentwater Support Agreement, the Pentwater Funds tendered the shares of Common Stock beneficially owned by them in the Tender Offer. The Tender Offer expired as scheduled at one minute following 11:59 p.m., New York City time, on January 7, 2025. The shares of Common Stock held by the Pentwater Funds were accepted for payment on January 8, 2025. As a result, the Reporting Persons no longer own, beneficially or otherwise, any securities of the Issuer.
In addition, on January 8, 2025, following consummation of the Tender Offer, Merger Sub merged with and into the Issuer, with the Issuer being the surviving corporation (the "Merger"). Accordingly, at the effective time of the Merger, the Pentwater Support Agreement terminated pursuant to its terms. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person. | |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as disclosed in Item 4, there have been no transactions effected by the Reporting Persons during the past sixty (60) days. | |
| (e) | January 8, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
As a result of the closing of the Merger, the Cash Derivative Agreements held by the Pentwater Funds at the time of closing of the Merger settled in accordance with their terms based on the Offer Consideration as defined in the Merger Agreement. | ||
| 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.
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