Caribou Biosciences, Inc.
A clinical-stage biotech building "off-the-shelf" CAR-T cell therapies that treat blood cancers using healthy donor cells instead of a patient's own, with two candidates in early trials. It was founded in Berkeley in 2011 by CRISPR pioneer and Nobel laureate Jennifer Doudna and her team, and the name "Caribou" nods to the CRISPR enzymes behind its work. Insiders even joke that its chRDNA editing technology sounds like "chardonnays," the wine.
The Reporting Persons intend to continuously review their investment in the Issuer, and may in the future determine to (1) acquire additional securities of the Issuer, through open market purchases, private agreements, or otherwise (subject to the Issuer's Insider Trading Policy); (2) dispose of all or a portion of the securities of the Issuer owned by them (including through 10b5-1 plans) (subject to the Issuer's Insider Trading Policy); or (3) take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. Dr. Haurwitz is the President and Chief Executive Officer and serves as a member of the Board of Directors of the Issuer and acquired her securities in that capacity. As a result, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals as of the date hereof that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Dr. Haurwitz also holds equity awards, including stock options and RSUs that have not yet vested, and Dr. Haurwitz may be granted additional equity awards by the Issuer in the future. As those equity awards vest, Dr. Haurwitz' beneficial ownership of the Issuer's common stock may increase. On September 6, 2024, the Trust adopted a 10b5-1 sales plan (the "2024 10b5-1 Plan") pursuant to which over a period of time through December 12, 2025, or an earlier date at which all shares under the 2024 10b5-1 Plan would have been sold, up to 540,000 shares of the Issuer's common stock held by the Trust may be sold, with a portion of such shares to be sold each month beginning on January 15, 2025, pursuant to the terms of the 2024 10b5-1 Plan and subject to certain pricing limits, share limits, and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended. Effective March 18, 2025, the Trust terminated the 2024 10b5-1 Plan without any shares being sold. The Reporting Persons may adopt other 10b5-1 plans from time to time in the future. In addition, Dr. Haurwitz has in place a sell-to-cover arrangement that is intended to qualify as an "eligible sell-to-cover transaction" (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Act) and is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Act. This sell-to-cover arrangement applies to RSUs or performance-based stock units (collectively, "Covered RSUs"), whether vesting is based on the passage of time and/or the achievement of performance goals, that were previously granted or that could in the future be granted by the Issuer from time to time. This arrangement provides for the automatic sale of shares of common stock that would otherwise be issuable on each settlement date of a Covered RSU in an amount necessary to satisfy the applicable tax withholding obligations. The number of shares of common stock that will be sold under these arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Issuer's common stock at the time of settlement, and the potential future grant of Covered RSUs subject to this arrangement. The sell-to-cover instructions will remain in place indefinitely unless revoked in writing (including as to any particular sell-to-cover sale) in accordance with their terms. Dr. Haurwitz reserves the right, from time to time, to revoke any sell-to-cover instructions in connection with any vesting of Covered RSUs.
The Reporting Persons intend to continuously review their investment in the Issuer, and may in the future determine to (1) acquire additional securities of the Issuer, through open market purchases, private agreements, or otherwise (subject to the Issuer's Insider Trading Policy); (2) dispose of all or a portion of the securities of the Issuer owned by them (including through 10b5-1 plans) (subject to the Issuer's Insider Trading Policy); or (3) take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. Dr. Haurwitz is the President and Chief Executive Officer and serves as a member of the Board of Directors of the Issuer and acquired her securities in that capacity. As a result, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals as of the date hereof that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Dr. Haurwitz also holds equity awards, including stock options and RSUs that have not yet vested, and Dr. Haurwitz may be granted additional equity awards by the Issuer in the future. As those equity awards vest, Dr. Haurwitz' beneficial ownership of the Issuer's common stock may increase. On September 6, 2024, the Trust adopted a 10b5-1 sales plan (the "2024 10b5-1 Plan") pursuant to which over a period of time through December 12, 2025, or an earlier date at which all shares under the 2024 10b5-1 Plan would have been sold, up to 540,000 shares of the Issuer's common stock held by the Trust may be sold, with a portion of such shares to be sold each month beginning on January 15, 2025, pursuant to the terms of the 2024 10b5-1 Plan and subject to certain pricing limits, share limits, and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended. Effective March 18, 2025, the Trust terminated the 2024 10b5-1 Plan without any shares being sold. The Reporting Persons may adopt other 10b5-1 plans from time to time in the future. In addition, Dr. Haurwitz has in place a sell-to-cover arrangement that is intended to qualify as an "eligible sell-to-cover transaction" (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Act) and is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Act. This sell-to-cover arrangement applies to RSUs or performance-based stock units (collectively, "Covered RSUs"), whether vesting is based on the passage of time and/or the achievement of performance goals, that were previously granted or that could in the future be granted by the Issuer from time to time. This arrangement provides for the automatic sale of shares of common stock that would otherwise be issuable on each settlement date of a Covered RSU in an amount necessary to satisfy the applicable tax withholding obligations. The number of shares of common stock that will be sold under these arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Issuer's common stock at the time of settlement, and the potential future grant of Covered RSUs subject to this arrangement. The sell-to-cover instructions will remain in place indefinitely unless revoked in writing (including as to any particular sell-to-cover sale) in accordance with their terms. Dr. Haurwitz reserves the right, from time to time, to revoke any sell-to-cover instructions in connection with any vesting of Covered RSUs.
The Reporting Persons intend to continuously review their investment in the Issuer, and may in the future determine to (1) acquire additional securities of the Issuer, through open market purchases, private agreements, or otherwise (subject to the Issuer's Insider Trading Policy); (2) dispose of all or a portion of the securities of the Issuer owned by them (including through 10b5-1 plans) (subject to the Issuer's Insider Trading Policy); or (3) take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. Dr. Haurwitz is the President and Chief Executive Officer and serves as a member of the Board of Directors of the Issuer and acquired her securities in that capacity. As a result, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals as of the date hereof that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Dr. Haurwitz also holds equity awards, including stock options and RSUs that have not yet vested, and Dr. Haurwitz may be granted additional equity awards by the Issuer in the future. As those equity awards vest, Dr. Haurwitz' beneficial ownership of the Issuer's common stock may increase. On September 6, 2024, the Trust adopted a 10b5-1 sales plan (the "2024 10b5-1 Plan") pursuant to which over a period of time through December 12, 2025, or an earlier date at which all shares under the 2024 10b5-1 Plan would have been sold, up to 540,000 shares of the Issuer's common stock held by the Trust may be sold, with a portion of such shares to be sold each month beginning on January 15, 2025, pursuant to the terms of the 2024 10b5-1 Plan and subject to certain pricing limits, share limits, and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended. Effective March 18, 2025, the Trust terminated the 2024 10b5-1 Plan without any shares being sold. The Reporting Persons may adopt other 10b5-1 plans from time to time in the future. In addition, Dr. Haurwitz has in place a sell-to-cover arrangement that is intended to qualify as an "eligible sell-to-cover transaction" (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Act) and is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Act. This sell-to-cover arrangement applies to RSUs or performance-based stock units (collectively, "Covered RSUs"), whether vesting is based on the passage of time and/or the achievement of performance goals, that were previously granted or that could in the future be granted by the Issuer from time to time. This arrangement provides for the automatic sale of shares of common stock that would otherwise be issuable on each settlement date of a Covered RSU in an amount necessary to satisfy the applicable tax withholding obligations. The number of shares of common stock that will be sold under these arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Issuer's common stock at the time of settlement, and the potential future grant of Covered RSUs subject to this arrangement. The sell-to-cover instructions will remain in place indefinitely unless revoked in writing (including as to any particular sell-to-cover sale) in accordance with their terms. Dr. Haurwitz reserves the right, from time to time, to revoke any sell-to-cover instructions in connection with any vesting of Covered RSUs.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| BlackRock, Inc. | 13GPassive | 7.2% | 7.18M | Jul 27, 2026 |
| The Vanguard Group | 13G/APassive | 4.86% | 4.52M | Apr 30, 2025 |
| Rachel E. Haurwitz | 13DActivist | 5% | 4.72M | Apr 25, 2025 |
The Reporting Persons intend to continuously review their investment in the Issuer, and may in the future determine to (1) acquire additional securities of the Issuer, through open market purchases, private agreements, or otherwise (subject to the Issuer's Insider Trading Policy); (2) dispose of all or a portion of the securities of the Issuer owned by them (including through 10b5-1 plans) (subject to the Issuer's Insider Trading Policy); or (3) take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. Dr. Haurwitz is the President and Chief Executive Officer and serves as a member of the Board of Directors of the Issuer and acquired her securities in that capacity. As a result, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals as of the date hereof that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Dr. Haurwitz also holds equity awards, including stock options and RSUs that have not yet vested, and Dr. Haurwitz may be granted additional equity awards by the Issuer in the future. As those equity awards vest, Dr. Haurwitz' beneficial ownership of the Issuer's common stock may increase. On September 6, 2024, the Trust adopted a 10b5-1 sales plan (the "2024 10b5-1 Plan") pursuant to which over a period of time through December 12, 2025, or an earlier date at which all shares under the 2024 10b5-1 Plan would have been sold, up to 540,000 shares of the Issuer's common stock held by the Trust may be sold, with a portion of such shares to be sold each month beginning on January 15, 2025, pursuant to the terms of the 2024 10b5-1 Plan and subject to certain pricing limits, share limits, and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended. Effective March 18, 2025, the Trust terminated the 2024 10b5-1 Plan without any shares being sold. The Reporting Persons may adopt other 10b5-1 plans from time to time in the future. In addition, Dr. Haurwitz has in place a sell-to-cover arrangement that is intended to qualify as an "eligible sell-to-cover transaction" (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Act) and is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Act. This sell-to-cover arrangement applies to RSUs or performance-based stock units (collectively, "Covered RSUs"), whether vesting is based on the passage of time and/or the achievement of performance goals, that were previously granted or that could in the future be granted by the Issuer from time to time. This arrangement provides for the automatic sale of shares of common stock that would otherwise be issuable on each settlement date of a Covered RSU in an amount necessary to satisfy the applicable tax withholding obligations. The number of shares of common stock that will be sold under these arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Issuer's common stock at the time of settlement, and the potential future grant of Covered RSUs subject to this arrangement. The sell-to-cover instructions will remain in place indefinitely unless revoked in writing (including as to any particular sell-to-cover sale) in accordance with their terms. Dr. Haurwitz reserves the right, from time to time, to revoke any sell-to-cover instructions in connection with any vesting of Covered RSUs. | ||||
| Felix Adler | 13DActivist | 5% | 4.72M | Apr 25, 2025 |
The Reporting Persons intend to continuously review their investment in the Issuer, and may in the future determine to (1) acquire additional securities of the Issuer, through open market purchases, private agreements, or otherwise (subject to the Issuer's Insider Trading Policy); (2) dispose of all or a portion of the securities of the Issuer owned by them (including through 10b5-1 plans) (subject to the Issuer's Insider Trading Policy); or (3) take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. Dr. Haurwitz is the President and Chief Executive Officer and serves as a member of the Board of Directors of the Issuer and acquired her securities in that capacity. As a result, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals as of the date hereof that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Dr. Haurwitz also holds equity awards, including stock options and RSUs that have not yet vested, and Dr. Haurwitz may be granted additional equity awards by the Issuer in the future. As those equity awards vest, Dr. Haurwitz' beneficial ownership of the Issuer's common stock may increase. On September 6, 2024, the Trust adopted a 10b5-1 sales plan (the "2024 10b5-1 Plan") pursuant to which over a period of time through December 12, 2025, or an earlier date at which all shares under the 2024 10b5-1 Plan would have been sold, up to 540,000 shares of the Issuer's common stock held by the Trust may be sold, with a portion of such shares to be sold each month beginning on January 15, 2025, pursuant to the terms of the 2024 10b5-1 Plan and subject to certain pricing limits, share limits, and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended. Effective March 18, 2025, the Trust terminated the 2024 10b5-1 Plan without any shares being sold. The Reporting Persons may adopt other 10b5-1 plans from time to time in the future. In addition, Dr. Haurwitz has in place a sell-to-cover arrangement that is intended to qualify as an "eligible sell-to-cover transaction" (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Act) and is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Act. This sell-to-cover arrangement applies to RSUs or performance-based stock units (collectively, "Covered RSUs"), whether vesting is based on the passage of time and/or the achievement of performance goals, that were previously granted or that could in the future be granted by the Issuer from time to time. This arrangement provides for the automatic sale of shares of common stock that would otherwise be issuable on each settlement date of a Covered RSU in an amount necessary to satisfy the applicable tax withholding obligations. The number of shares of common stock that will be sold under these arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Issuer's common stock at the time of settlement, and the potential future grant of Covered RSUs subject to this arrangement. The sell-to-cover instructions will remain in place indefinitely unless revoked in writing (including as to any particular sell-to-cover sale) in accordance with their terms. Dr. Haurwitz reserves the right, from time to time, to revoke any sell-to-cover instructions in connection with any vesting of Covered RSUs. | ||||
| The City Canyon Family Trust dated May 31, 2021 | 13DActivist | 3.6% | 3.37M | Apr 25, 2025 |
The Reporting Persons intend to continuously review their investment in the Issuer, and may in the future determine to (1) acquire additional securities of the Issuer, through open market purchases, private agreements, or otherwise (subject to the Issuer's Insider Trading Policy); (2) dispose of all or a portion of the securities of the Issuer owned by them (including through 10b5-1 plans) (subject to the Issuer's Insider Trading Policy); or (3) take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. Dr. Haurwitz is the President and Chief Executive Officer and serves as a member of the Board of Directors of the Issuer and acquired her securities in that capacity. As a result, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals as of the date hereof that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Dr. Haurwitz also holds equity awards, including stock options and RSUs that have not yet vested, and Dr. Haurwitz may be granted additional equity awards by the Issuer in the future. As those equity awards vest, Dr. Haurwitz' beneficial ownership of the Issuer's common stock may increase. On September 6, 2024, the Trust adopted a 10b5-1 sales plan (the "2024 10b5-1 Plan") pursuant to which over a period of time through December 12, 2025, or an earlier date at which all shares under the 2024 10b5-1 Plan would have been sold, up to 540,000 shares of the Issuer's common stock held by the Trust may be sold, with a portion of such shares to be sold each month beginning on January 15, 2025, pursuant to the terms of the 2024 10b5-1 Plan and subject to certain pricing limits, share limits, and volume limits, including pursuant to Rule 144 of the Securities Act of 1933, as amended. Effective March 18, 2025, the Trust terminated the 2024 10b5-1 Plan without any shares being sold. The Reporting Persons may adopt other 10b5-1 plans from time to time in the future. In addition, Dr. Haurwitz has in place a sell-to-cover arrangement that is intended to qualify as an "eligible sell-to-cover transaction" (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Act) and is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Act. This sell-to-cover arrangement applies to RSUs or performance-based stock units (collectively, "Covered RSUs"), whether vesting is based on the passage of time and/or the achievement of performance goals, that were previously granted or that could in the future be granted by the Issuer from time to time. This arrangement provides for the automatic sale of shares of common stock that would otherwise be issuable on each settlement date of a Covered RSU in an amount necessary to satisfy the applicable tax withholding obligations. The number of shares of common stock that will be sold under these arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Issuer's common stock at the time of settlement, and the potential future grant of Covered RSUs subject to this arrangement. The sell-to-cover instructions will remain in place indefinitely unless revoked in writing (including as to any particular sell-to-cover sale) in accordance with their terms. Dr. Haurwitz reserves the right, from time to time, to revoke any sell-to-cover instructions in connection with any vesting of Covered RSUs. | ||||
| BANK OF AMERICA CORP /DE/ | 13G/APassive | 2.2% | 1.95M | Feb 14, 2025 |