Commodore Capital Reports 427,866 NGNE Shares, 3.0% Ownership

Rhea-AI Filing Summary

Commodore Capital LP and Commodore Capital Master LP report beneficial ownership of 427,866 shares of Neurogene Inc. common stock, representing 3.0% of the 14,269,264 shares disclosed as outstanding. The filing states the Firm acts as investment manager to Commodore Capital Master LP and that two managing partners, Michael Kramarz and Robert Egen Atkinson, exercise investment discretion over these shares. All voting and dispositive powers are reported as shared for the 427,866 shares; no sole voting or dispositive power is claimed. The filing includes a certification that the shares were not acquired to influence control of the issuer.

Positive

• Transparent disclosure of beneficial ownership and voting/dispositive powers for 427,866 shares
• Certification that the shares are not held to influence control of the issuer

Negative

• None.

Insights

Financial Analyst

TL;DR: A modest, non-control stake of 3.0% is disclosed, showing passive investment management with shared voting discretion.

The filing documents a 427,866-share position equal to 3.0% of the reported outstanding common stock. For investors and analysts this size of holding is below common thresholds that trigger control presumptions and is consistent with an advisory or portfolio position rather than an activist stake. Shared voting and dispositive power indicates the position is managed on behalf of the master fund rather than owned outright by the manager. There are no disclosed changes to control intent and no indications of coordinated group activity.

Corporate Governance Expert

TL;DR: Governance impact appears limited; the filer certifies no intent to change issuer control and reports shared authority.

The statement emphasizes that the securities are not held to influence control of Neurogene Inc., and explicitly reports shared voting and dispositive powers for all disclosed shares. At 3.0% ownership, the position does not meet common thresholds for forced governance engagement or control notices. The filing also identifies the managing partners exercising investment discretion, providing clarity on who exercises influence within the investment manager structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Neurogene Inc.

(Name of Issuer)

Common Stock, $0.000001 par value

(Title of Class of Securities)

64135M105

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 64135M105

1

Names of Reporting Persons

Commodore Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 427,866.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 427,866.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

427,866.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.0 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 64135M105

1

Names of Reporting Persons

Commodore Capital Master LP

2

Check the appropriate box if a member of a Group (see instructions)

(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 0.00
6	Shared Voting Power 427,866.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 427,866.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

427,866.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Neurogene Inc.
(b)	Address of issuer's principal executive offices: 535 W 24th Street, 5th Floor, New York, NEW YORK, 10011.
Item 2.
(a)	Name of person filing: Commodore Capital LP Commodore Capital Master LP Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for Commodore Capital LP is 444 Madison Avenue, Floor 35, New York, NY 10022. The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)	Citizenship: See Item 4 of the cover page for each Filer.
(d)	Title of class of securities: Common Stock, $0.000001 par value
(e)	CUSIP No.: 64135M105
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:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 of the cover page for each Filer. Commodore Capital LP (the "Firm") is the investment manager to Commodore Capital Master LP. As of June 30, 2025 the Firm may be deemed to beneficially own an aggregate of 427,866 shares of Common Stock, $0.000001 par value of Neurogene Inc. (the "Issuer"). The Firm, as the investment manager to Commodore Capital Master LP, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 14,269,264 Common Shares reported as issued and outstanding as of June 30, 2025 in the Issuer?s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	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.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

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.

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.

Commodore Capital LP

Signature:	Michael Kramarz
Name/Title:	Managing Partner
Date:	08/14/2025

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	08/14/2024

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

How many Neurogene (NGNE) shares does Commodore Capital report owning?

427,866 shares are reported as beneficially owned by the filers.

What percentage of NGNE does the 427,866-share position represent?

The position represents 3.0% of the 14,269,264 shares reported as outstanding.

Does Commodore Capital claim sole voting or dispositive power over the NGNE shares?

No. The filing reports 0 sole voting and dispositive power and 427,866 shared voting and dispositive power.

Does the filing indicate an intent to influence control of Neurogene (NGNE)?

No. The certification in the filing states the securities were not acquired or held to change or influence control of the issuer.

Who exercises investment discretion for the reported NGNE position?

Michael Kramarz and Robert Egen Atkinson are identified as the managing partners who exercise investment discretion.