UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Checkmate Pharmaceuticals, Inc.

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(Name of Issuer)

 

Common Stock, $0.0001 par value per share

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(Title of Class of Securities)

 

162818108

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(CUSIP Number)

 

May 3, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

Continued on following pages

Page 1 of 11 Pages

Exhibit Index: Page 11

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CUSIP No. 162818108

Page 2 of 11

CUSIP No. 162818108

Page 3 of 11

1	NAMES OF REPORTING PERSONS
	venBio Global Strategic GP II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,535,158
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,535,158
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,535,158
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	venBio Global Strategic GP II, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,535,158
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,535,158
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,535,158
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	Robert Adelman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			2,535,158
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			2,535,158
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,535,158
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	11.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Item 1(a).

Name of Issuer

 

Checkmate Pharmaceuticals, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices

 

245 Main Street, 2nd Floor, Cambridge, MA 02142

 

Item 2(a).

Names of Persons Filing

 

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

 

 

 

 

 

 

This Statement relates to Shares (as defined herein) directly beneficially owned by Fund II. General Partner II, is the sole general partner of Fund II and GP Ltd. II, is the sole general partner of General Partner II. Mr. Adelman and Mr. Goodman are directors of GP Ltd. II (collectively, the “Directors”). Accordingly, each of General Partner II, GP Ltd. II, and the Directors may be deemed to indirectly beneficially own the Shares reported herein.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence

 

The address of the principal business office of each Reporting Person is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158.

 

Item 2(c).

Citizenship

 

Each of Fund II and General Partner II is a Cayman Islands exempted limited partnership. GP Ltd. II is a Cayman Islands exempted company. Each of the Directors is a United States citizen.

 

Item 2(d).

Title of Class of Securities

 

Common Stock, $0.0001 par value per share (the “Shares”)

 

Item 2(e).

CUSIP Number

 

162818108

 

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:

 

This Item 3 is not applicable.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

This Item 5 is not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

This Item 6 is not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

See disclosure in Item 2 hereof.

 

Item 8.

Identification and Classification of Members of the Group

 

This Item 8 is not applicable.

 

Item 9.

Notice of Dissolution of Group

 

This Item 9 is not applicable.

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

CUSIP No. 162818108

Page 9 of 11

EXHIBIT INDEX

 

CUSIP No. 162818108

Page 10 of 11

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: May 5, 2022

 

This Schedule 13G was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2 to the original Schedule 13G filed with the U.S. Securities and Exchange Commission on October 6, 2020.