UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Checkmate Pharmaceuticals, Inc.

(Name of Issuer)
 
Common Stock, $0.0001 par value per share

(Title of Class of Securities)
 
162818108

(CUSIP Number)
 
May 3, 2022

(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).

Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 11



CUSIP No. 162818108
Page 2 of 11

1
NAMES OF REPORTING PERSONS
 
 
venBio Global Strategic Fund II, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,535,158
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,535,158
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,535,158
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 


CUSIP No. 162818108
Page 3 of 11

1
NAMES OF REPORTING PERSONS
 
 
venBio Global Strategic GP II, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,535,158
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,535,158
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,535,158
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 


CUSIP No. 162818108
Page 4 of 11

1
NAMES OF REPORTING PERSONS
 
 
 venBio Global Strategic GP II, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
 2,535,158
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,535,158
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 2,535,158
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


CUSIP No. 162818108
Page 5 of 11

1
NAMES OF REPORTING PERSONS
 
 
Robert Adelman
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,535,158
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,535,158
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,535,158
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


CUSIP No. 162818108
Page 6 of 11

1
NAMES OF REPORTING PERSONS
 
 
Corey Goodman
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,535,158
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,535,158
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,535,158
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


CUSIP No. 162818108
Page 7 of 11

Item 1(a).
Name of Issuer
 
Checkmate Pharmaceuticals, Inc. (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices
 
245 Main Street, 2nd Floor, Cambridge, MA 02142
 
Item 2(a).
Names of Persons Filing
 
This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
 
 
i)
venBio Global Strategic Fund II, L.P. (“Fund II”);
 
 
ii)
venBio Global Strategic GP II, L.P. (“General Partner II”);
 
 
iii)
venBio Global Strategic GP II, Ltd. (“GP Ltd. II”);
 
 
iv)
Robert Adelman (“Mr. Adelman”); and
 
 
v)
Corey Goodman (“Mr. Goodman”).
 
This Statement relates to Shares (as defined herein) directly beneficially owned by Fund II. General Partner II, is the sole general partner of Fund II and GP Ltd. II, is the sole general partner of General Partner II. Mr. Adelman and Mr. Goodman are directors of GP Ltd. II (collectively, the “Directors”). Accordingly, each of General Partner II, GP Ltd. II, and the Directors may be deemed to indirectly beneficially own the Shares reported herein.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence
 
The address of the principal business office of each Reporting Person is c/o venBio Partners, LLC, 1700 Owens Street, Suite 595, San Francisco, CA 94158.
 
Item 2(c).
Citizenship
 
Each of Fund II and General Partner II is a Cayman Islands exempted limited partnership. GP Ltd. II is a Cayman Islands exempted company. Each of the Directors is a United States citizen.
 
Item 2(d).
Title of Class of Securities
 
Common Stock, $0.0001 par value per share (the “Shares”)
 
Item 2(e).
CUSIP Number
 
162818108
 
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:
 
This Item 3 is not applicable.
 
Item 4(a)
Amount Beneficially Owned
 
As of May 4, 2022, each of the Reporting Persons may be deemed to beneficially own 2,535,158 Shares.

Item 4(b)
Percent of Class
 
The percentages set forth in row 11 are based on 22,020,131 Shares outstanding as of April 22, 2022, as disclosed in the Issuer’s Form 10-K/A, filed on April 29, 2022.
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote: See Line 5 of cover sheets.
 
 
(ii)
shared power to vote or to direct the vote: See Line 6 of cover sheets.
 
 
(iii)
sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.
 
 
(iv)
shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.
 
Each Reporting Person disclaims beneficial ownership of such securities except for the shares, if any, such Reporting Person holds of record.


CUSIP No. 162818108
Page 8 of 11

Item 5.
Ownership of Five Percent or Less of a Class
 
This Item 5 is not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
This Item 6 is 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
 
See disclosure in Item 2 hereof.
 
Item 8.
Identification and Classification of Members of the Group
 
This Item 8 is not applicable.
 
Item 9.
Notice of Dissolution of Group
 
This Item 9 is not applicable.
 
Item 10.
Certification
 
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.
 

CUSIP No. 162818108
Page 9 of 11

EXHIBIT INDEX
 
Ex.
 
Page No.
     
Joint Filing Agreement
 11


CUSIP No. 162818108
Page 10 of 11

SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: May 5, 2022
 
 
VENBIO GLOBAL STRATEGIC FUND II, L.P.
 
       
 
By:
VENBIO GLOBAL STRATEGIC GP II, L.P.
 
   
General Partner
 
       
 
By:
venBio Global Strategic GP II, Ltd.
 
   
General Partner
 
       
 
By:
*
 
   
Director
 

 
VENBIO GLOBAL STRATEGIC GP II, L.P.
 
       
 
By:
VENBIO GLOBAL STRATEGIC GP II, LTD.
 
   
General Partner
 
       
 
By:
  *
 
   
Director
 
       

 
VENBIO GLOBAL STRATEGIC GP II, LTD.
 
       
 
By:
  *
 
   
Director
 

 
  *
 
 
Robert Adelman
 
     
 
  *
 
 
Corey Goodman
 

 
*By:
/s/ David Pezeshki
 
   
David Pezeshki
   
As attorney-in-fact


This Schedule 13G was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2 to the original Schedule 13G filed with the U.S. Securities and Exchange Commission on October 6, 2020.




CUSIP No. 162818108
Page 11 of 11

EXHIBIT 1
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Checkmate Pharmaceuticals, Inc. dated as of October 6, 2020 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
Date: May 5, 2022
 
 
VENBIO GLOBAL STRATEGIC FUND II, L.P.
 
       
 
By:
VENBIO GLOBAL STRATEGIC GP II, L.P.
 
   
General Partner
 
       
 
By:
venBio Global Strategic GP II, Ltd.
 
   
General Partner
 
       
 
By:
  *
 
   
Director
 
       

 
VENBIO GLOBAL STRATEGIC GP II, L.P.
 
       
 
By:
VENBIO GLOBAL STRATEGIC GP II, LTD.
 
   
General Partner
 
       
 
By:
  *
 
   
Director
 
       

 
VENBIO GLOBAL STRATEGIC GP II, LTD.
 
       
 
By:
  *
 
   
Director
 

 
  *
 
 
Robert Adelman
 
     
 
  *
 
 
Corey Goodman
 

 
*By:
/s/ David Pezeshki
 
   
David Pezeshki
 
   
As attorney-in-fact
 

This Agreement was executed by David Pezeshki on behalf of the individual listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2 to the original Schedule 13G filed with the U.S. Securities and Exchange Commission on October 6, 2020.