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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CytomX Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.00001 par value per share (Title of Class of Securities) |
23284F105 (CUSIP Number) |
05/13/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 23284F105 |
| 1 | Names of Reporting Persons
Seven Fleet Partners LP | ||||||||
| 2 | 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: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
377,161.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Nos. 6, 7, and 9: All such shares are held directly by Seven Fleet Partners (as defined in Item 2(a) below). Seven Fleet Advisors (as defined in Item 2(a)), as the investment manager of Seven Fleet Partners, may be deemed to beneficially own the shares of Common Stock held directly by Seven Fleet Partners. The Reporting Individual (as defined in Item 2(a)), as the managing member of Seven Fleet Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Seven Fleet Advisors. No. 11: Based on 157,544,369 shares of Common Stock (as defined in Item 2(d) below) outstanding as reported by the Issuer (as defined in Item 1(a) below) in its prospectus supplement filed pursuant to Rule 424(b)(5) dated May 12, 2025, and filed with the Securities and Exchange Commission (the "Commission") on May 12, 2025 (the "Prospectus Supplement").
SCHEDULE 13G
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| CUSIP No. | 23284F105 |
| 1 | Names of Reporting Persons
Seven Fleet Advisors LLC | ||||||||
| 2 | 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
377,161.00 | ||||||||
| 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)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Nos 6, 8 and 9: All such shares are held directly by Seven Fleet Partners. Seven Fleet Advisors, as the investment manager of Seven Fleet Partners, may be deemed to beneficially own the shares of Common Stock held directly by Seven Fleet Partners. The Reporting Individual, as the managing member of Seven Fleet Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Seven Fleet Advisors. No 11: Based on 157,544,369 shares of Common Stock outstanding as reported by the Issuer in its Prospectus Supplement.
SCHEDULE 13G
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| CUSIP No. | 23284F105 |
| 1 | Names of Reporting Persons
Brian Liu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
377,161.00 | ||||||||
| 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)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Nos 6, 8 and 9: All such shares are held directly by Seven Fleet Partners. Seven Fleet Advisors, as the investment manager of Seven Fleet Partners, may be deemed to beneficially own the shares of Common Stock held directly by Seven Fleet Partners. The Reporting Individual, as the managing member of Seven Fleet Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Seven Fleet Advisors. No 11: Based on 157,544,369 shares of Common Stock outstanding as reported by the Issuer in its Prospectus Supplement.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CytomX Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
151 OYSTER POINT BLVD., SUITE 400, SOUTH SAN FRANCISCO, California, 94080 | |
| Item 2. | ||
| (a) | Name of person filing:
This joint statement on Schedule 13G is being filed by Seven Fleet Partners LP ("Seven Fleet Partners"), Seven Fleet Advisors LLC ("Seven Fleet Advisors" and together with Seven Fleet Partners, the "Reporting Entities") and Brian Liu (the "Reporting Individual"). The Reporting Entities and the Reporting Individual are collectively referred to as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 960 San Clemente Way, Mountain View CA 94043. | |
| (c) | Citizenship:
Seven Fleet Partners is a limited partnership organized under the laws of the State of Delaware. Seven Fleet Advisors is a limited liability company organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock, $0.00001 par value per share | |
| (e) | CUSIP No.:
23284F105 | |
| 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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person. Seven Fleet Partners directly beneficially owns 377,161 shares of Common Stock. Seven Fleet Advisors, as the investment manager of Seven Fleet Partners, may be deemed to beneficially own the shares of Common Stock held directly by Seven Fleet Partners. The Reporting Individual, as the managing member of Seven Fleet Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Seven Fleet Advisors. *Except to the extent of his, hers, or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock. Seven Fleet Advisors and Longitude Capital Management Co. LLC (together with its affiliates, "Longitude") have instituted policies and procedures that may affect the acquisition, holding and disposition of securities held by Seven Fleet Advisors and its affiliates. As a result of such policies and procedures, the Reporting Persons and Longitude may be deemed to be members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"). As of the date hereof, based on information provided by or on behalf of Longitude, Longitude may be deemed to be the beneficial owner of 11,538,461 shares of Common Stock, constituting 7.3% of the number of shares of Common Stock outstanding (based on 157,544,369 shares of Common Stock outstanding, as reported by the Issuer in its Prospectus Supplement). Notwithstanding such policies and procedures, the Reporting Persons expressly disclaim such group membership and beneficial ownership over any Common Stock that they may be deemed to beneficially own by reason of such policies and procedures. This Schedule 13G shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 of the Exchange Act or for any other purpose. | |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.* %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.* | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.* | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.* | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.* | ||
| 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
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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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 and Exhibit 2. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| 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 1 - Joint Filling Agreement Exhibit 2 |