What share count does the CAMP Schedule 13D/A use to calculate ownership percentages?

Ownership percentages are calculated using 62,753,200 shares of Camp4 common stock outstanding as of August 12, 2026, as reported in Camp4’s Form 10-Q filed on August 13, 2026, and giving effect to certain Pre-Funded Warrants and options exercisable within 60 days.

5AM nears 10% cap in Camp4 Therapeutics (CAMP) while unloading shares

Q: What ownership stake in CAMP does Andrew J. Schwab report in this Schedule 13D/A?

Andrew J. Schwab reports beneficial ownership of 6,379,125 shares of Camp4 common stock, including 9,000 vested stock options, representing 9.99% of the outstanding common stock, based on 62,753,200 shares outstanding as of August 12, 2026.

Q: What ownership stake in CAMP does Kush Parmar report?

Dr. Kush Parmar reports beneficial ownership of 6,370,125 shares of Camp4 common stock, representing 9.98% of the outstanding common stock, calculated on the same base of 62,753,200 shares outstanding as of August 12, 2026.

Q: How many CAMP shares do the 5AM venture funds hold according to this filing?

The 5AM entities hold 2,033,270 shares via Ventures VI, 2,941,176 shares plus Pre-Funded Warrants for up to 3,179,558 shares via Ventures VII, and 302,770 shares via Opportunities II, all of which are subject to shared voting and dispositive power among the reporting persons.

Q: What recent CAMP stock sales are disclosed for 5AM Ventures VI?

5AM Ventures VI reports open market sales of 45,147, 114,700, 32,018, and 10 Camp4 shares on August 19–24, 2026, at weighted average prices around $4.50–$4.76, plus a block sale of 400,000 shares at $4.04 on August 27, 2026.

Q: What is the Beneficial Ownership Blocker on CAMP Pre-Funded Warrants held by Ventures VII?

The Pre-Funded Warrants held by Ventures VII include a Beneficial Ownership Blocker that prevents exercise if, after exercise, Ventures VII and its affiliates would own more than 9.99% of Camp4’s outstanding common stock, effectively capping the group’s exercisable position.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Camp4 Therapeutics Corp (CAMP) is the subject of an Amendment No. 3 to Schedule 13D filed by several 5AM venture funds and managing members Andrew J. Schwab and Dr. Kush Parmar, updating their beneficial ownership and recent trading activity in Camp4 common stock.

The reporting group’s beneficial ownership is based on 62,753,200 shares outstanding as of August 12, 2026. Schwab is deemed to beneficially own 6,379,125 shares (including 9,000 vested options), representing 9.99% of the common stock, and Parmar is deemed to beneficially own 6,370,125 shares, or 9.98%. Ventures VI holds 2,033,270 shares, Ventures VII holds 2,941,176 shares plus Pre-Funded Warrants for up to 3,179,558 shares, and Opportunities II holds 302,770 shares.

The filing details recent sales by Ventures VI between August 19 and 27, 2026, including open market sales totaling over 190,000 shares at weighted average prices around $4.50–$4.76 and a block sale of 400,000 shares at $4.04. A Beneficial Ownership Blocker in the Pre-Funded Warrants limits Ventures VII’s exercise so that, after exercise, affiliated holders do not exceed 9.99% of Camp4’s outstanding common stock.

Key Figures

Shares outstanding: 62,753,200 shares of common stock Schwab beneficial ownership: 6,379,125 shares (9.99%) Parmar beneficial ownership: 6,370,125 shares (9.98%) +4 more

7 metrics

Shares outstanding 62,753,200 shares of common stock Outstanding as of August 12, 2026, used to compute ownership percentages

Schwab beneficial ownership 6,379,125 shares (9.99%) Camp4 common stock, including 9,000 vested stock options

Parmar beneficial ownership 6,370,125 shares (9.98%) Camp4 common stock held through affiliated 5AM entities

Ventures VI holdings 2,033,270 shares (3.2%) Camp4 common stock directly held by 5AM Ventures VI, L.P.

Ventures VII securities 2,941,176 shares and Pre-Funded Warrants for 3,179,558 shares Camp4 common stock and warrant coverage held by 5AM Ventures VII, L.P.

Opportunities II holdings 302,770 shares (0.5%) Camp4 common stock directly held by 5AM Opportunities II, L.P.

Ventures VI block sale price $4.04 per share Block sale of 400,000 Camp4 shares on August 27, 2026

Key Terms

Schedule 13D, Pre-Funded Warrants, Beneficial Ownership Blocker, open market sale, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 3 amends and supplements the statement on originally filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Pre-Funded Warrants financial

"and Pre-Funded Warrants exercisable for up to 3,179,558 shares of common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Beneficial Ownership Blocker financial

"The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker")"

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

open market sale financial

"Open Market Sale Ventures VI 08/19/2026 45,147 4.76 4.75 5.00"

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

block sale financial

"Block Sale Ventures VI 08/27/2026 400,000 4.04 n/a n/a"

A block sale is a single large transaction in which a big shareholder or investor sells a substantial number of a company's shares at once, often arranged privately to avoid pushing the market price up or down. It matters to investors because such a concentrated sale can change who controls or influences a company, temporarily affect the stock’s price and liquidity, and may signal how large holders view the company’s outlook — like one person unloading a truckload of goods can move the local market.

FAQ

What ownership stake in CAMP does Andrew J. Schwab report in this Schedule 13D/A?

Andrew J. Schwab reports beneficial ownership of 6,379,125 shares of Camp4 common stock, including 9,000 vested stock options, representing 9.99% of the outstanding common stock, based on 62,753,200 shares outstanding as of August 12, 2026.

What ownership stake in CAMP does Kush Parmar report?

Dr. Kush Parmar reports beneficial ownership of 6,370,125 shares of Camp4 common stock, representing 9.98% of the outstanding common stock, calculated on the same base of 62,753,200 shares outstanding as of August 12, 2026.

How many CAMP shares do the 5AM venture funds hold according to this filing?

The 5AM entities hold 2,033,270 shares via Ventures VI, 2,941,176 shares plus Pre-Funded Warrants for up to 3,179,558 shares via Ventures VII, and 302,770 shares via Opportunities II, all of which are subject to shared voting and dispositive power among the reporting persons.

What recent CAMP stock sales are disclosed for 5AM Ventures VI?

5AM Ventures VI reports open market sales of 45,147, 114,700, 32,018, and 10 Camp4 shares on August 19–24, 2026, at weighted average prices around $4.50–$4.76, plus a block sale of 400,000 shares at $4.04 on August 27, 2026.

What is the Beneficial Ownership Blocker on CAMP Pre-Funded Warrants held by Ventures VII?

The Pre-Funded Warrants held by Ventures VII include a Beneficial Ownership Blocker that prevents exercise if, after exercise, Ventures VII and its affiliates would own more than 9.99% of Camp4’s outstanding common stock, effectively capping the group’s exercisable position.

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Available on EDGAR 08/31/2026 - 05:06 PM Accepted by SEC EDGAR 08/31/2026 - 05:06 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

CAMP4 THERAPEUTICS CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

13463J101

(CUSIP Number)

5AM Venture Management, LLC
Attn: Lauren Daniel, CCO, 4 Embarcadero Center, Suite 3110
San Francisco, CA, 94111
(415) 993-8565

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

08/27/2026

(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

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock

(b)

Name of Issuer:

CAMP4 THERAPEUTICS CORPORATION

(c)

Address of Issuer's Principal Executive Offices:

One Kendall Square, Building 1400 West, 3rd Floor, Cambridge, MASSACHUSETTS , 02139.

Item 1 Comment:

This Amendment No. 3 (this "Amendment No. 3" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 22, 2024, and amended on September 11, 2025 and August 5, 2026 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.

Item 2.

Identity and Background

(a)

This Schedule 13D/A is filed by 5AM Ventures VI, L.P. ("Ventures VI"), 5AM Partners VI, LLC ("Partners VI"), 5AM Ventures VII, L.P. ("Ventures VII"), 5AM Partners VII, LLC ("Partners VII"), 5AM Opportunities II, L.P. ("Opportunities II"), 5AM Opportunities II (GP), LLC ("Opportunities II GP"), Andrew J. Schwab ("Schwab") and Dr. Kush Parmar ("Parmar"). The foregoing entities and individuals are collectively referred to herein as the "Reporting Persons." The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Act is attached hereto as Exhibit 99.1.

(b)

The principal business office of the Reporting Persons is 4 Embarcadero Center, Suite 3110, San Francisco, CA 94111.

(c)

The principal business of the Reporting Persons is venture capital investments. Each of the individuals serves as a managing member of each of Partners VI, which is the general partner of Ventures VI, Partners VII, which is the general partner of Ventures VII, and Opportunities II GP, which is the general partner of Opportunities II.

(d)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were 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)

Each of Ventures VI, Partners VI, Ventures VII, Partners VII, Opportunities II and Opportunities II GP are organized in the state of Delaware and each of the individuals is a citizen of the United States.

Item 5.

Interest in Securities of the Issuer

(a)

Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock of the Issuer and percentage of the shares of common stock of the Issuer beneficially owned by such Reporting Person and are incorporated herein by reference. The percentage set forth in each row 13 is based upon 62,753,200 shares of common stock outstanding as of August 12, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 13, 2026, and giving effect to Pre-Funded Warrants and stock options, to the extent exercisable within 60 days hereof, as applicable, as referenced herein. Parmar's and Schwab's beneficial ownership percentages are 9.98% and 9.99%, respectively. Due to field limitations of the EDGAR filing system, the percentages listed in Row 13 of each of the cover pages for Parmar and Schwab have been rounded down to 9.9%. The Reporting Persons' ownership of the Issuer's securities consists of (i) 2,033,270 shares of common stock directly held by Ventures VI; (ii) 2,941,176 shares of common stock and Pre-Funded Warrants exercisable for up to 3,179,558 shares of common stock directly held by Ventures VII; (iii) 302,770 shares of common stock directly held by Opportunities II; and (iv) 9,000 vested stock options (right to buy) held by Schwab. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, Ventures VII, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. Ventures VII is currently prohibited from exercising the Pre-Funded Warrants to the extent that such exercise would result in the Reporting Persons' beneficial ownership of more than 6,379,125 shares of common stock. Partners VI is the sole general partner of Ventures VI, Partners VII is the sole general partner of Ventures VII and Opportunities II GP is the sole general partner of Opportunities II. Schwab and Parmar are managing members of Partners VI, Partners VII and Opportunities II GP and share voting and dispositive power over, and may be deemed to beneficially own, the shares held by Ventures VI, Ventures VII and Opportunities II.

(b)

Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.

(c)

Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer since the most recent amendment to the Statement. Weighted Low High Reporting Transaction No. of Average Price Price Transaction Person Date Shares Price ($) ($) ($) Open Market Sale Ventures VI 08/19/2026 45,147 4.76 4.75 5.00 Open Market Sale Ventures VI 08/20/2026 114,700 4.54 4.50 4.91 Open Market Sale Ventures VI 08/21/2026 32,018 4.50 4.50 4.53 Open Market Sale Ventures VI 08/24/2026 10 4.50 4.50 4.50 Block Sale Ventures VI 08/27/2026 400,000 4.04 n/a n/a

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D/A filed with the SEC on September 11, 2025).

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.

5AM Ventures VI, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Partners VI, LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	08/31/2026

5AM Partners VI, LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	08/31/2026

5AM Ventures VII, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Partners VII, LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	08/31/2026

5AM Partners VII, LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	08/31/2026

5AM Opportunities II, L.P.

Signature:	/s/ Andrew J. Schwab
Name/Title:	By 5AM Opportunities II (GP), LLC, its General Partner, By Andrew J. Schwab, Managing Member
Date:	08/31/2026

5AM Opportunities II (GP), LLC

Signature:	/s/ Andrew J. Schwab
Name/Title:	By Andrew J. Schwab, Managing Member
Date:	08/31/2026

Andrew J. Schwab

Signature:	/s/ Andrew J. Schwab
Name/Title:	Andrew J. Schwab
Date:	08/31/2026

Kush Parmar

Signature:	/s/ Kush Parmar
Name/Title:	Kush Parmar
Date:	08/31/2026

Source: View Original Filing on SEC EDGAR