Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Ceribell, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
15678C102 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G
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CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
ABG WTT-Ceribell Limited | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
ABG V-Ceribell Limited | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: ABG V-Ceribell Limited is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
Ally Bridge Group Global Life Science Capital Partners V, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Ally Bridge Group Global Life Science Capital Partners V, L.P. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
ABG Global Life Science Capital Partners V GP, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: ABG Global Life Science Capital Partners V GP, L.P. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
ABG Global Life Science Capital Partners V GP Limited | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: ABG Global Life Science Capital Partners V GP Limited is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer'
s Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
ABG-WTT Global Life Science Capital Partners GP, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: ABG-WTT Global Life Science Capital Partners GP, L.P. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
ABG-WTT Global Life Science Capital Partners GP Limited | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: ABG-WTT Global Life Science Capital Partners GP Limited is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
ABG Management Ltd. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: ABG Management Ltd. is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
Ally Bridge Group (PE) LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Ally Bridge Group (PE) LLC is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
CUSIP No. | 15678C102 |
1 | Names of Reporting Persons
Fan Yu | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
MALTA
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,267.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Fan Yu is in a position to, directly or indirectly, exercise or share the ultimate voting and disposition control of the Common Stock owned by ABG WTT-Ceribell Limited. The percentage of ownership based on 35,868,339 shares of Common Stock of the Issuer outstanding as of February 21, 2025, as reported on the Issuer's Form 10-K filed on February 25, 2025.
SCHEDULE 13G
|
Item 1. | ||
(a) | Name of issuer:
Ceribell, Inc. | |
(b) | Address of issuer's principal executive offices:
360 N. Pastoria Avenue, Sunnyvale, California 94085 | |
Item 2. | ||
(a) | Name of person filing:
This Schedule 13G is jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 1 ABG WTT-Ceribell Limited ABG V-Ceribell Limited Ally Bridge Group Global Life Science Capital Partners V, L.P. ABG Global Life Science Capital Partners V GP, L.P. ABG Global Life Science Capital Partners V GP Limited Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. ABG-WTT Global Life Science Capital Partners GP, L.P. ABG-WTT Global Life Science Capital Partners GP Limited ABG Management Ltd. Ally Bridge Group (PE) LLC Fan Yu | |
(b) | Address or principal business office or, if none, residence:
ABG WTT-Ceribell Limited c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG V-Ceribell Limited c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 Ally Bridge Group Global Life Science Capital Partners V, L.P c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG Global Life Science Capital Partners V GP, L.P. c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG Global Life Science Capital Partners V GP Limited c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG-WTT Global Life Science Capital Partners GP, L.P. c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG-WTT Global Life Science Capital Partners GP Limited c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 ABG Management Ltd. c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 Ally Bridge Group (PE) LLC 430 Park Avenue New York, New York 10022 United States of America Fan Yu c/o Maples Corporate Services Limited Ugland House, Grand Cayman Cayman Islands KY1-1104 | |
(c) | Citizenship:
ABG WTT-Ceribell Limited - Cayman Islands ABG V-Ceribell Limited - Cayman Islands Ally Bridge Group Global Life Science Capital Partners V, L.P. - Cayman Islands ABG Global Life Science Capital Partners V GP, L.P. - Cayman Islands ABG Global Life Science Capital Partners V GP Limited - Cayman Islands Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. - Cayman Islands ABG-WTT Global Life Science Capital Partners GP, L.P. - Cayman Islands ABG-WTT Global Life Science Capital Partners GP Limited - Cayman Islands ABG Management Ltd.- Cayman Islands Ally Bridge Group (PE) LLC - Delaware Fan Yu - Malta | |
(d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
(e) | CUSIP No.:
15678C102 | |
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) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
ABG WTT-Ceribell Limited: 2,441,267 ABG V-Ceribell Limited: 2,441,267 Ally Bridge Group Global Life Science Capital Partners V, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP Limited: 2,441,267 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P.: 2,441,267 ABG-WTT Global Life Science Capital Partners GP, L.P.: 2,441,267 ABG-WTT Global Life Science Capital Partners GP Limited: 2,441,267 ABG Management Ltd.: 2,441,267 Ally Bridge Group (PE) LLC: 2,441,267 Fan Yu: 2,441,267 | |
(b) | Percent of class:
ABG WTT-Ceribell Limited: 6.8% ABG V-Ceribell Limited: 6.8% Ally Bridge Group Global Life Science Capital Partners V, L.P. : 6.8% ABG Global Life Science Capital Partners V GP, L.P. : 6.8% ABG Global Life Science Capital Partners V GP Limited: 6.8% Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. : 6.8% ABG-WTT Global Life Science Capital Partners GP, L.P.: 6.8% ABG-WTT Global Life Science Capital Partners GP Limited: 6.8% ABG Management Ltd.: 6.8% Ally Bridge Group (PE) LLC: 6.8% Fan Yu: 6.8% %
| |
(c) | Number of shares as to which the person has:
| |
(i) Sole power to vote or to direct the vote:
ABG WTT-Ceribell Limited: 0 ABG V-Ceribell Limited: 0 Ally Bridge Group Global Life Science Capital Partners V, L.P. : 0 ABG Global Life Science Capital Partners V GP, L.P. : 0 ABG Global Life Science Capital Partners V GP Limited: 0 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. : 0 ABG-WTT Global Life Science Capital Partners GP, L.P.: 0 ABG-WTT Global Life Science Capital Partners GP Limited: 0 ABG Management Ltd.: 0 Ally Bridge Group (PE) LLC: 0 Fan Yu: 0 | ||
(ii) Shared power to vote or to direct the vote:
ABG WTT-Ceribell Limited: 2,441,267 ABG V-Ceribell Limited: 2,441,267 Ally Bridge Group Global Life Science Capital Partners V, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP Limited: 2,441,267 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. : 2,441,267 ABG-WTT Global Life Science Capital Partners GP, L.P.: 2,441,267 ABG-WTT Global Life Science Capital Partners GP Limited: 2,441,267 ABG Management Ltd.: 2,441,267 Ally Bridge Group (PE) LLC: 2,441,267 Fan Yu: 2,441,267 | ||
(iii) Sole power to dispose or to direct the disposition of:
ABG WTT-Ceribell Limited: 0 ABG V-Ceribell Limited: 0 Ally Bridge Group Global Life Science Capital Partners V, L.P. : 0 ABG Global Life Science Capital Partners V GP, L.P. : 0 ABG Global Life Science Capital Partners V GP Limited: 0 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. : 0 ABG-WTT Global Life Science Capital Partners GP, L.P.: 0 ABG-WTT Global Life Science Capital Partners GP Limited: 0 ABG Management Ltd.: 0 Ally Bridge Group (PE) LLC: 0 Fan Yu: 0 | ||
(iv) Shared power to dispose or to direct the disposition of:
ABG WTT-Ceribell Limited: 2,441,267 ABG V-Ceribell Limited: 2,441,267 Ally Bridge Group Global Life Science Capital Partners V, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP, L.P.: 2,441,267 ABG Global Life Science Capital Partners V GP Limited: 2,441,267 Ally Bridge Group-WTT Global Life Science Capital Partners, L.P. : 2,441,267 ABG-WTT Global Life Science Capital Partners GP, L.P.: 2,441,267 ABG-WTT Global Life Science Capital Partners GP Limited: 2,441,267 ABG Management Ltd.: 2,441,267 Ally Bridge Group (PE) LLC: 2,441,267 Fan Yu: 2,441,267 | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
| ||
Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
Not Applicable
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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.
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Exhibit Information
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[Exhibit A - Joint Filing Agreement] |