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Commodore/Managers Report 5.5% Passive Holding in LBRX

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Commodore Capital entities and two individuals report beneficial ownership of 1,225,000 shares of LB Pharmaceuticals Inc. common stock, representing 5.5% of the outstanding shares based on 22,442,989 shares reported as issued and outstanding. The filing states the Firm (Commodore Capital LP) acts as investment manager to Commodore Capital Master LP and that the Firm's managing partners, Michael Kramarz and Robert Egen Atkinson, exercise investment discretion with respect to these securities. The ownership is reported as shared voting and dispositive power for each filer. A joint filing agreement is attached.

Positive

  • Clear disclosure of a material >5% stake (1,225,000 shares, 5.5%), meeting regulatory transparency requirements
  • Identification of reporting relationships (investment manager, master fund, and managing partners) and allocation of voting/dispositive power
  • Joint Filing Agreement included, formalizing the coordinated disclosure among filers

Negative

  • None.

Insights

TL;DR: Commodore/related filers disclose a passive stake of 5.5% (1,225,000 shares) in LBRX, with shared voting and disposition authority.

The Schedule 13G indicates a non-control, passive reporting position by an investment manager and affiliated master fund plus two managing partners. The filing attributes shared voting and dispositive power to each filer rather than sole control, consistent with passive investment reporting standards. For investors, a >5% passive stake can increase monitoring of corporate actions and may lead to engagement but does not, by itself, indicate an intent to change control.

TL;DR: Filing documents material share ownership above the 5% disclosure threshold and clarifies reporting relationships and investment discretion.

The document clearly identifies the reporting entities, their relationships (manager to master fund), and the managers who exercise investment discretion. It classifies the position as shared voting/dispositive power and includes a joint filing agreement. From a governance perspective, the disclosure enhances transparency around potential concentrated ownership but does not assert activist intent or control arrangements.






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)






SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



Commodore Capital LP
Signature:Michael Kramarz
Name/Title:Managing Partner
Date:09/18/2025
Commodore Capital Master LP
Signature:Michael Kramarz
Name/Title:Authorized Signatory
Date:09/18/2025
Robert Egen Atkinson
Signature:Robert Egen Atkinson
Name/Title:Authorized Sigantory
Date:09/18/2025
Michael Kramarz
Signature:Michael Kramarz
Name/Title:Authorized Signatory
Date:09/18/2025
Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

Who reported ownership of LBRX in this Schedule 13G?

Commodore Capital LP, Commodore Capital Master LP, and individuals Michael Kramarz and Robert Egen Atkinson are the filers.

How many LB Pharmaceuticals (LBRX) shares are reported and what percentage of the class do they represent?

The filers report beneficial ownership of 1,225,000 shares, representing 5.5% of the reported outstanding shares (22,442,989).

Do the filers claim sole voting or dispositive power over the reported LBRX shares?

No. The filing reports 0 sole voting and dispositive power and 1,225,000 shared voting and shared dispositive power for each filer.

Does this Schedule 13G indicate an intent to change control of LB Pharmaceuticals?

The filers certify the securities were not acquired with the purpose of changing or influencing control; the position is reported as a passive stake.

What relationship exists between Commodore Capital LP and Commodore Capital Master LP?

The filing states the Firm (Commodore Capital LP) is the investment manager to Commodore Capital Master LP and may be deemed to beneficially own the reported securities.
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