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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Transcode Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
89357L402 (CUSIP Number) |
Garrett F. Bishop 777 East Wisconsin Avenue, Milwaukee, WI, 53202 (414) 319-7024 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/07/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 89357L402 |
| 1 |
Name of reporting person
Thomas Joseph Tracy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
35,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent of class is calculated based on 696,249 shares of Common Stock outstanding as of December 17, 2024, as reported by the Issuer in its Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the "SEC") on December 30, 2024. The percentage of ownership reported was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Transcode Therapeutics, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6 Liberty Square, #2382, Boston,
MASSACHUSETTS
, 02109. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Thomas J. Tracy (the "Reporting Person"). |
| (b) | The address of the Reporting Person is 5102 Hartridge Way, Greensboro, North Carolina 27407. |
| (c) | The Reporting Person is an investor. |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The source of funds for the acquisition of the holdings set forth in this Schedule 13D was the Reporting Person's personal finances in the amount of approximately $55,600. | |
| Item 4. | Purpose of Transaction |
The original purpose of the transactions that occasioned this filing was an investment by the Reporting Person in the ordinary course of his business and with neither the purpose nor effect of changing or influencing the control of the Issuer, nor in connection with or as a participant in any transaction having such purpose or effect. As of March 10, 2025, however, the Reporting Person determined to initiate discussions with management and the Board of the Issuer concerning ways to create shareholder value through a discussion of an adoption of a more decisive and long-term commercialization and fundraising approach to bring the Issuer's candidate to the market while reducing reliance on short-term higher-cost funding of operations. Such discussions may include a future presentation to the Board and/or management. Such discussions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. The Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances and reflecting his overall investment posture. Other than as described above and elsewhere in this Schedule 13D, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Person may change his purpose or formulate plans or proposals with respect thereto at any time. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 35,000 shares of Common Stock (5.0%) by the Reporting Person. |
| (b) | 35,000 shares of Common Stock (5.0%) by the Reporting Person (sole power to vote and dispose). |
| (c) | The Reporting Persons made the following purchases (and no sales) of Common Stock in the past sixty days: Trade Date - # of Shares Purchased - Price Per Share - Where & How Transaction Effected 03/07/2025 - 2,500 - $1.57 - Open Market Transaction 03/07/2025 - 2,500 - $1.61 - Open Market Transaction 03/07/2025 - 2,500 - $1.57 - Open Market Transaction 03/07/2025 - 2,500 - $1.61 - Open Market Transaction 03/07/2025 - 2,000 - $1.57 - Open Market Transaction 03/07/2025 - 2,500 - $1.59 - Open Market Transaction 03/07/2025 - 2,500 - $1.59 - Open Market Transaction 03/07/2025 - 2,500 - $1.60 - Open Market Transaction 03/07/2025 - 2,500 - $1.56 - Open Market Transaction 03/07/2025 - 2,500 - $1.62 - Open Market Transaction 03/07/2025 - 3,000 - $1.59 - Open Market Transaction 03/07/2025 - 2,500 - $1.59 - Open Market Transaction 03/07/2025 - 2,500 - $1.60 - Open Market Transaction 03/07/2025 - 2,500 - $1.60 - Open Market Transaction |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
None. |
| 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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