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
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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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(Amendment No. 1)*
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Sagimet Biosciences Inc. (Name of Issuer) |
Series A common stock (Title of Class of Securities) |
786700104 (CUSIP Number) |
06/24/2025 (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. | 786700104 |
| 1 | Names of Reporting Persons
AP11 Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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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
1,504,642.00 | ||||||||
| 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)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, FI |
Comment for Type of Reporting Person: The reported percentage is calculated based on 30,674,855 shares of Series A common stock outstanding as of June 10, 2025, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 10, 2025.
SCHEDULE 13G
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| CUSIP No. | 786700104 |
| 1 | Names of Reporting Persons
Ascletis Pharma Inc. | ||||||||
| 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
CAYMAN ISLANDS
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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
1,504,642.00 | ||||||||
| 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)
4.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, FI |
Comment for Type of Reporting Person: The reported percentage is calculated based on 30,674,855 shares of Series A common stock outstanding as of June 10, 2025, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 10, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Sagimet Biosciences Inc. | |
| (b) | Address of issuer's principal executive offices:
155 BOVET RD., SUITE 303, SAN MATEO, CALIFORNIA, 94402 | |
| Item 2. | ||
| (a) | Name of person filing:
AP11 Limited Ascletis Pharma Inc. | |
| (b) | Address or principal business office or, if none, residence:
AP11 Limited - 12/F, Building D, No. 198 Qidi Road, HIPARK, Xiaoshan District, Hangzhou China, 311200 Ascletis Pharma Inc. - 12/F, Building D, No. 198 Qidi Road, HIPARK, Xiaoshan District, Hangzhou China, 311200 | |
| (c) | Citizenship:
AP11 Limited - British Virgin Islands Ascletis Pharma Inc. - Cayman Islands | |
| (d) | Title of class of securities:
Series A common stock | |
| (e) | CUSIP No.:
786700104 | |
| 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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
AP11 Limited - 1,504,642 Ascletis Pharma Inc. - 1,504,642 | |
| (b) | Percent of class:
AP11 Limited - 4.9% Ascletis Pharma Inc. - 4.9% %
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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:
AP11 Limited - 1,504,642 Ascletis Pharma Inc. - 1,504,642 | ||
| (ii) Shared power to vote or to direct the vote:
AP11 Limited - 0 Ascletis Pharma Inc. - 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
AP11 Limited - 1,504,642 Ascletis Pharma Inc. - 1,504,642 | ||
| (iv) Shared power to dispose or to direct the disposition of:
AP11 Limited - 0 Ascletis Pharma Inc. - 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| 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. | |
Not Applicable
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| 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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Comments accompanying 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.