| Item 1. | |
| (a) | Name of issuer:
Neurogene Inc. |
| (b) | Address of issuer's principal executive offices:
535 W 24th Street, 5th Floor, New York, NY 10011 |
| Item 2. | |
| (a) | Name of person filing:
Redmile Group, LLC
Jeremy C. Green
Redmile Biopharma Investments I, L.P. |
| (b) | Address or principal business office or, if none, residence:
Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
Redmile Biopharma Investments I, L.P.
c/o Redmile Group, LLC
One Letterman Drive
Building D, Suite D3-300
The Presidio of San Francisco
San Francisco, California 94129 |
| (c) | Citizenship:
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
Redmile Biopharma Investments I, L.P.: Delaware |
| (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:
Redmile Group, LLC - 1,557,179 (1)
Jeremy C. Green - 1,557,179 (1)
Redmile Biopharma Investments I, L.P. - 749,610 (2) |
| (b) | Percent of class:
Redmile Group, LLC - 9.9% (3)
Jeremy C. Green - 9.9% (3)
Redmile Biopharma Investments I, L.P. - 4.8% (3) |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Redmile Group, LLC - 0
Jeremy C. Green - 0
Redmile Biopharma Investments I, L.P. - 0
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| | (ii) Shared power to vote or to direct the vote:
Redmile Group, LLC - 1,557,179 (1)
Jeremy C. Green - 1,557,179 (1)
Redmile Biopharma Investments I, L.P. - 749,610 (2)
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| | (iii) Sole power to dispose or to direct the disposition of:
Redmile Group, LLC - 0
Jeremy C. Green - 0
Redmile Biopharma Investments I, L.P. - 0
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| | (iv) Shared power to dispose or to direct the disposition of:
Redmile Group, LLC - 1,557,179 (1)
Jeremy C. Green - 1,557,179 (1)
Redmile Biopharma Investments I, L.P. - 749,610 (2)
(1) Redmile Group, LLC's and Jeremy C. Green's beneficial ownership of the Issuer's Common Stock is comprised of 1,459,599 shares of Common Stock owned by the Redmile Clients, including RBI I. Subject to the Beneficial Ownership Blocker, Redmile Group, LLC and Mr. Green may also be deemed to beneficially own 160,003 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The 1,557,179 shares of Common Stock reported as beneficially owned by Redmile Group, LLC and Mr. Green in this Schedule 13G represent 9.99% of the outstanding shares of Common Stock (calculated in accordance with footnote (3) below), which represent the shares of Common Stock held directly by the Redmile Clients and the 97,580 shares of Common Stock that could be issued upon exercise of certain of the Warrants under the Beneficial Ownership Blocker. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of the Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(2) RBI I's beneficial ownership of Common Stock is comprised of 652,030 shares of Common Stock. Subject to the Beneficial Ownership Blocker, RBI I may also be deemed to beneficially own 160,003 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI I. Pursuant to the terms of the Warrants, the Issuer may not effect any exercise of any Warrant, and a holder of a Warrant does not have the right to exercise any portion of the Warrant held by such holder, if the Beneficial Ownership Blocker applies. The shares of Common Stock reported as beneficially owned by RBI I in this Schedule 13G represent the shares of Common Stock held directly by RBI I and the 97,580 shares of Common Stock that could be issued to RBI I upon exercise of certain of the Warrants directly held by RBI I under the Beneficial Ownership Blocker.
(3) Percentage based on: (i) 15,489,800 shares of Common Stock outstanding as of November 11, 2025, as reported in the Form 10-Q; plus (ii) 97,580 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares that could be issued upon exercise of the Warrants.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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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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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See the response to Item 4. |
| 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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