Amended Statement of Beneficial Ownership (sc 13d/a)
June 07 2022 - 11:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Checkmate Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $ 0.0001 par value
(Title of Class of Securities)
162818108
(CUSIP Number)
Gardner Lewis Asset Management, L.P.
Attn: Len Sorgini, Chief Compliance Officer
285 Wilmington West Chester Pike, Chadds Ford, PA
19317
(610)558-2800
Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
June 2, 2022
(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. o
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
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).
CUSIP No. 162818108 Page 2 of 6
1. Names of Reporting Persons. |
Gardner Lewis Asset Management, L.P. |
|
2. Check the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
|
3. SEC Use Only |
4. Source of Funds |
OO |
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6. Citizenship or Place of Organization |
Pennsylvania |
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power |
0 |
|
8. Shared Voting Power |
0 |
|
9. Sole Dispositive Power |
0 |
|
10. Shared Dispositive Power |
0 |
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person |
0 |
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
o |
13. Percent of Class Represented by Amount in Row (11) |
0 |
14. Type of Reporting Person |
IA |
CUSIP No. 162818108 Page 3 of 6
1. Names of Reporting Persons. |
Gardner Lewis Asset Management, Inc. |
|
2. Check the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
|
3. SEC Use Only |
4. Source of Funds |
OO |
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6. Citizenship or Place of Organization |
Delaware |
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power |
0 |
|
8. Shared Voting Power |
0 |
|
9. Sole Dispositive Power |
0 |
|
10. Shared Dispositive Power |
0 |
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person |
0 |
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
o |
13. Percent of Class Represented by Amount in Row (11) |
0 |
14. Type of Reporting Person |
CO |
|
CUSIP No. 162818108 Page 4 of 6
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 (this “Amendment”)
relates to the Statement of Beneficial Ownership on Schedule 13D filed with respect to the common stock, $0.0001 par value (the “Common
Stock”), of Checkmate Pharmaceuticals, Inc. (the “Issuer”), which was originally filed on June 3, 2022 (this “Schedule
13D”). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set
forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of this Schedule 13D is amended and supplemented
by the addition of the following:
Pursuant to the Offer to Purchase, dated May 2, 2022,
from Scandinavian Acquisition Sub, Inc., a Delaware corporation (“Purchaser and a wholly owned subsidiary of Regeneron Pharmaceuticals,
Inc., a New York corporation, to purchase all the outstanding shares of Common Stock (the “Tender Offer”). On May 27, 2022,
the Reporting Persons tendered all of the shares of Common Stock beneficially owned by them as reported on this Schedule 13D and such
shares were accepted by the Purchaser on June 2, 2022.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of this Schedule 13D is amended and supplemented
as follows:
| (a) | As a result of the Tender Offer, the Reporting Persons no longer have any
beneficial ownership in the Common Stock |
| (c) | The disclosure contained in Item 4 of this Amendment is incorporated herein by reference. |
(e) The Reporting Persons
ceased to be beneficial owners of 5% or more of the Issuer's Common Stock on June 1, 2022.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
CUSIP No. 162818108 Page 5 of 6
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: June 7, 2022
By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: June 7, 2022 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
The original statement shall be signed by each person
on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
CUSIP No. 162818108 Page 6 of 6
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)
under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons
on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001
per share, of Checkmate Pharmaceuticals, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may
be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby
execute the Agreement this 7th day of June, 2022.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: June 7, 2022 By:
/s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: June 7, 2022 By:
/s/ W. Whitfield Gardner
W.
Whitfield Gardner
Chairman and CEO
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