Form SC 13G - Statement of Beneficial Ownership by Certain Investors
14 November 2024 - 5:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
N/A)*
Caribou Biosciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
142038108
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
⌧
Rule 13d-1(b)
□
Rule 13d-1(c)
□
Rule 13d-1(d)
*
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).
| | | | | | |
| 1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| | BANK OF AMERICA CORP /DE/
56-0906609 |
| | | |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
| |
(a)
□
|
| |
(b)
⌧
|
| | | |
| 3 | | SEC USE ONLY |
| | |
| | |
| | | |
| 4 | | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Delaware |
| | | | |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 |
|
SOLE VOTING POWER |
| | |
| | 0 |
| | | |
| 6 | | SHARED VOTING POWER |
| | |
| | 4,816,786 |
| | | |
| 7 | | SOLE DISPOSITIVE POWER |
| | |
| | 0 |
| | | |
| 8 | | SHARED DISPOSITIVE POWER |
| | |
| | 5,048,513 |
| | | |
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| | |
| | 5,048,513 |
| | | |
| 10 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
| | |
| | □ |
| | | |
| 11 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | |
| | 5.6 % |
| | | |
| 12 | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | |
| | HC |
| |
FOOTNOTES |
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| | |
Item 1.
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Caribou Biosciences, Inc.
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|
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(b)
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Address of Issuer’s Principal Executive Offices
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|
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2929 7TH STREET
SUITE 105
BERKELEY, CA 94710
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Item 2.
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(a)
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Name of Person Filing
|
|
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BANK OF AMERICA CORP /DE/
|
|
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(b)
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Address of Principal Business Office or, if none, Residence
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BANK OF AMERICA CORPORATE CENTER
100 N TRYON ST
CHARLOTTE, NC 28255
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(d)
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Title of Class of Securities
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Item 3.
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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:
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|
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(a)
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□
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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□
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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□
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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□
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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□
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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□
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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⌧
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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□
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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)
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□
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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)
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□
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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□
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A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
|
|
(a)
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Amount beneficially owned:
5,048,513
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(b)
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Percent of class: 5.6 %
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
0
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(ii)
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Shared power to vote or to direct the vote:
4,816,786
|
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(iii)
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Sole power to dispose or to direct the disposition of:
0
|
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(iv)
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Shared power to dispose or to direct the disposition of:
5,048,513
|
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Item 5.
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Ownership of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
□.
Not Applicable
|
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company
|
This statement on Schedule 13G is being filed by Bank of America Corporation on behalf of itself and its wholly owned subsidiaries Bank of America N.A., a bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); BofA Securities, Inc., a broker dealer registered under section 15 of the Act (15 U.S.C. 78o); Merrill Lynch International, non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); Merrill Lynch Pierce Fenner & Smith, Inc., a broker dealer registered under section 15 of the Act (15 U.S.C. 78o).
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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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.
| | BANK OF AMERICA CORP /DE/ | |
| | | | |
|
Date:
November 14, 2024
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By:
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/s/
Andres Ortiz
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| |
|
Andres Ortiz
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| |
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Title:
Authorized Signatory
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| | | | |
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Attention:
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Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
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BANK OF AMERICA CORPORATION
LIMITED POWER OF ATTORNEY
BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation" ), does hereby make, constitute, and appoint each of Marie Andre, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, Kelvin Kwo k, Frank Lui, James Todd, Ben Tsoi, Michelle Wong, and Monica Yako as an attorney-in-fact for the Corporation acting for the Corporation and in the Corporation's name, place and stead, for the Corporation's use and benefit, to bind the Corporation by their execution of those agreements, forms and documents related specifically to Section 13 and Section 16 of the Securities Exchange Act of 1934, and other large shareholder and short position regulatory reporting requirements in other jurisdictions.
Any documents executed by an attorney-in-fact in accordance with this Limited Power of Attorney shall fully bind and commit the Corporation and all other parties to such documents may rely upon the execution thereof by the attorney -in fact as if executed by the Corporation and as the true and lawful act of the Corporation.
This Limited Power of Attorney shall automatically terminate as to the authority of Marie Andre, Andres Ortiz Custodio, Kamil Dziedzic, Valerie Ezeagbo, Kelvin Kwok, Frank Lui, James Todd, Ben Tsoi, Michelle Wong, and Monica Yako upon the earlier of the date period of 12 months from the date hereof or the attorney-in fact's resignation or termination from or transfer out of the Global Markets Non Financial Regulatory Reporting Department; however, any such resignation, termination or transfer shall have no impact on any documents or instruments executed by any
attorney-in-fact named above for the Corporation prior to such resignation, termination or transfer.
This Limited Power of Attorney shall revoke the Limited Power of Attorney executed by the Corporation on May 11, 2023; however, such revocation shall have no impact on any actions taken pursuant to that Power of Attorney.
IN WITNESS WHEREOF, this Power of Attorney has been executed and delivered by the Corporation to the Attorney-in-Fact on this 7th day of May, 2024.
BANK OF AMERICA CORPORATION
By Ellen A Perrin
Ellen A. Perrin
Associate General Counsel, Senior Vice President and Assistant Secretary
Bank of America (NYSE:BML-L)
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