Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

OnKure Therapeutics, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68277Q105

(CUSIP Number)

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 8, 2024

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	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 disclosures provided in a prior cover page.

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).

 

 

 

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CUSIP No. 68277Q105		13D		Page 1 of 15 pages

 

1		Names of Reporting Persons    The Carlyle Group Inc.
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    CO

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CUSIP No. 68277Q105		13D		Page 2 of 15 pages

 

1		Names of Reporting Persons    Carlyle Holdings I GP Inc.
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    CO

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CUSIP No. 68277Q105		13D		Page 3 of 15 pages

 

1		Names of Reporting Persons    Carlyle Holdings I GP Sub L.L.C.
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    OO (Limited Liability Company)

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CUSIP No. 68277Q105		13D		Page 4 of 15 pages

 

1		Names of Reporting Persons    Carlyle Holdings I L.P.
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    PN

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CUSIP No. 68277Q105		13D		Page 5 of 15 pages

 

1		Names of Reporting Persons    CG Subsidiary Holdings L.L.C.
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    OO (Limited Liability Company)

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CUSIP No. 68277Q105		13D		Page 6 of 15 pages

 

1		Names of Reporting Persons    TC Group, L.L.C.
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    OO (Limited Liability Company)

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CUSIP No. 68277Q105		13D		Page 7 of 15 pages

 

1		Names of Reporting Persons    Carlyle Investment Management L.L.C.
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    OO (Limited Liability Company)

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CUSIP No. 68277Q105		13D		Page 8 of 15 pages

 

1		Names of Reporting Persons    Carlyle Genesis UK LLC
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    OO (Limited Liability Company)

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CUSIP No. 68277Q105		13D		Page 9 of 15 pages

 

1		Names of Reporting Persons    Abingworth LLP
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    PN

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CUSIP No. 68277Q105		13D		Page 10 of 15 pages

 

1		Names of Reporting Persons    Abingworth Bioventures 8 LP
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Source of Funds (See Instructions)    OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐
6		Citizenship or Place of Organization    England and Wales

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power    0
				8		Shared Voting Power    273,045
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power    273,045

11		Aggregate Amount Beneficially Owned by Each Reporting Person    273,045
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    ☐
13		Percent of Class Represented by Amount in Row (11)    2.2%
14		Type of Reporting Person    PN

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CUSIP No. 68277Q105		13D		Page 11 of 15 pages

 

Explanatory Note

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on April 20, 2021 (as amended to date, the “Schedule 13D”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

 

Item 1.

Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of OnKure Therapeutics, Inc. (the “Issuer”), formerly known as Reneo Pharmaceuticals, Inc. (“Reneo”), a Delaware corporation, whose principal executive offices are located at 18575 Jamboree Road, Suite 275-S, Irvine, CA 92612.

 

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

OnKure Merger

On October 4, 2024 (the “Closing Date”), Reneo consummated a merger pursuant to the terms of the Agreement and Plan of Merger, dated as of May 10, 2024 (the “Merger Agreement”), by and among Reneo, Radiate Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Reneo, Radiate Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Reneo, and OnKure, Inc., a Delaware corporation (“Legacy OnKure”).

Pursuant to the Merger Agreement, on the Closing Date, (i) Reneo effected a reverse stock split of Reneo’s issued common stock at a ratio of 1:10, (ii) Reneo changed its name to “OnKure Therapeutics, Inc.,” (iii) Reneo reclassified all of its common stock as Class A Common Stock, and (iv) Radiate Merger Sub I, Inc. merged with and into Legacy OnKure (the “Merger”), with Legacy OnKure as the surviving company in the Merger and, after giving effect to such Merger, Legacy OnKure became a wholly owned subsidiary of the Issuer.

In connection with the closing of the Merger, Dr. Muralidhar resigned from the Issuer’s Board of Directors.

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CUSIP No. 68277Q105		13D		Page 12 of 15 pages

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 12,652,811 shares of Class A Common Stock outstanding as of the closing of the Merger.

 

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
The Carlyle Group Inc.			273,045				2.2	%			0				273,045				0				273,045
Carlyle Holdings I GP Inc.			273,045				2.2	%			0				273,045				0				273,045
Carlyle Holdings I GP Sub L.L.C.			273,045				2.2	%			0				273,045				0				273,045
Carlyle Holdings I L.P.			273,045				2.2	%			0				273,045				0				273,045
CG Subsidiary Holdings L.L.C.			273,045				2.2	%			0				273,045				0				273,045
TC Group, L.L.C.			273,045				2.2	%			0				273,045				0				273,045
Carlyle Investment Management L.L.C.			273,045				2.2	%			0				273,045				0				273,045
Carlyle Genesis UK LLC			273,045				2.2	%			0				273,045				0				273,045
Abingworth LLP			273,045				2.2	%			0				273,045				0				273,045
Abingworth Bioventures 8 LP			273,045				2.2	%			0				273,045				0				273,045

Includes (i) 269,895 shares of Class A Common Stock held of record by Abingworth Bioventures 8 LP and (ii) 3,150 shares of Class A Common Stock underlying stock options exercisable within 60 days of the date hereof.

The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth Bioventures 8 LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures 8 LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures 8 LP, but each disclaims beneficial ownership of such securities.

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CUSIP No. 68277Q105		13D		Page 13 of 15 pages

 

(c)	Except as described in Item 4, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock.

 

(d)

None.

 

(e)	As of October 4, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Class A Common Stock.

 

Item 7.

Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

Exhibit Number		Description
6		Power of Attorney.

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CUSIP No. 68277Q105		13D		Page 14 of 15 pages

 

SIGNATURES

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.

Date: October 10, 2024

 

The Carlyle Group Inc.
By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Chief Financial Officer
Carlyle Holdings I GP Inc.
By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director and Chief Financial Officer
Carlyle Holdings I GP Sub L.L.C.
By: Carlyle Holdings I GP Inc., its sole member
By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director and Chief Financial Officer
Carlyle Holdings I L.P.
By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director
CG Subsidiary Holdings L.L.C.
By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director
TC Group, L.L.C.
By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Managing Director

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CUSIP No. 68277Q105		13D		Page 15 of 15 pages

 

Carlyle Investment Management L.L.C.
By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Chief Financial Officer
Carlyle Genesis UK LLC
By: Carlyle Investment Management L.L.C., its sole member
By:		/s/ Anne Frederick, attorney-in-fact
Name:		John C. Redett
Title:		Chief Financial Officer
Abingworth LLP
By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory
Abingworth Bioventures 8 LP
By:		/s/ John Heard
Name:		John Heard
Title:		Authorized Signatory

Exhibit 6

POWER OF ATTORNEY

The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute, and file certain federal and state securities laws filings.

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne Frederick, Erica Herberg, Anat Holtzman, Andrew Howlett-Bolton, Joshua Lefkowitz, David Lobe, Elizabeth Muscarella, Sanket Patel, Robert Rosen, and Catherine Ziobro, or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)

prepare, execute in the name of each Carlyle Company and on behalf of each Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (“Form D”) required to be filed in accordance with Rule 503 (“Rule 503”) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933, as amended (the “1933 Act”) and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or any rule or regulation of the SEC;

 

(2)

prepare and execute for and on behalf of each Carlyle Company, in the undersigned’s capacity as a Chairman, authorized person, officer and/or director of each Carlyle Company, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

 

(3)

do and perform any and all acts for and on behalf of each Carlyle Company that may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and

 

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

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The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted, whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting the Carlyle Companies or entities that directly or indirectly hold interests in the Carlyle Companies.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.

This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event. Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event. Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.

For purposes hereof, the “Carlyle Companies” shall consist of: (i) Carlyle Group Management L.L.C., The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C., TC Group Investment Holdings Limited Partner L.L.C., TC Group Investment Holdings, L.P., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group Cayman L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman, L.P., TC Group Cayman Sub L.P., Five Overseas CG Investment L.L.C. and (ii) the subsidiaries and affiliates of the foregoing in clause (i), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of October, 2023.

 

By:		/s/ John C. Redett
Name:		John C. Redett
Title:		Chief Financial Officer

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