| Item 1. | |
| (a) | Name of issuer:
Pyxis Oncology, Inc. |
| (b) | Address of issuer's principal executive offices:
321 Harrison Avenue, Boston, UNITED STATES
02118 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by:
(i) Laurion Capital Management LP ("Laurion Capital"), a Delaware limited partnership, and the investment
adviser to certain funds and accounts (the "Laurion Funds"), with respect to the shares of Common Stock (as
defined in Item 2(d) below) directly held by the Laurion Funds;
(ii) Mr. Benjamin Alexander Smith ("Mr. Smith"), the co-managing member of Laurion Capital GP LLC, the
general partner of Laurion Capital, with respect to the shares of Common Stock directly held by the Laurion
Funds.
(iii) Mr. Janaka Sheehan Maduraperuma ("Mr. Maduraperuma"), the co-managing member of Laurion Capital
GP LLC, the general partner of Laurion Capital, with respect to the shares of Common Stock directly held by
the Laurion Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the forgoing persons or any
Reporting Person is, for thepurposes of Section 13 of the Act, the beneficial owner of the shares of Common
Stock reported herein. |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 360 Madison Avenue, Suite 1900, New York, NY 10017. |
| (c) | Citizenship:
Laurion Capital is a Delaware limited partnership. Mr. Smith is a citizen of the United States. Mr. Maduraperuma is a citizen of the United Kingdom. |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
747324101 |
| 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);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Laurion Capital Management LP - 4,796,479
Benjamin Alexander Smith - 4,796,479
Janaka Sheehan Maduraperuma - 4,796,479 |
| (b) | Percent of class:
7.72 %
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Laurion Capital Management LP - 0
Benjamin Alexander Smith - 0
Janaka Sheehan Maduraperuma - 0
|
| | (ii) Shared power to vote or to direct the vote:
Laurion Capital Management LP - 4,796,479
Benjamin Alexander Smith - 4,796,479
Janaka Sheehan Maduraperuma - 4,796,479
|
| | (iii) Sole power to dispose or to direct the disposition of:
Laurion Capital Management LP - 0
Benjamin Alexander Smith - 0
Janaka Sheehan Maduraperuma - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Laurion Capital Management LP - 4,796,479
Benjamin Alexander Smith - 4,796,479
Janaka Sheehan Maduraperuma - 4,796,479
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The Laurion Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. Laurion Capital Master Fund Ltd., a Laurion Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares of Common Stock. |
| 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
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|