Highbridge Capital Management, LLC reports holding 663,607 shares of OnKure Therapeutics, Inc. Class A Common Stock, representing 5.2% of the class based on 12,823,872 shares outstanding as of May 5, 2025. The shares are directly held by funds and accounts advised by Highbridge and Highbridge states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The Reporting Person is organized in Delaware with its principal business office at 277 Park Avenue, 23rd Floor, New York, NY, and the issuer’s principal executive offices are listed in Boulder, Colorado. The filing is signed by Kirk Rule, Executive Director, dated 08/14/2025.
Positive
Clear disclosure of a >5% position (663,607 shares, 5.2%): improves transparency for the market
Filed on Schedule 13G, indicating the investment is presented as passive rather than an activist intent
Negative
None.
Insights
TL;DR: Highbridge discloses a >5% passive stake in OnKure, triggering Schedule 13G reporting but asserting no intent to influence control.
Highbridge reports beneficial ownership of 663,607 shares, equal to 5.2% of OnKure's Class A common stock based on 12,823,872 shares outstanding as of May 5, 2025. The filing is made under Schedule 13G, indicating a passive investment thesis rather than an activist or control intent. Ownership is held through Highbridge-advised funds and the firm disclaims beneficial ownership beyond its advisory role. For investors, this is a material disclosure of a meaningful passive stake but contains no operational or strategic actions by the holder.
TL;DR: A >5% disclosure signals material investor interest but the filer certifies passive intent, limiting immediate governance implications.
The statement clarifies that Highbridge is filing as an investment adviser and that the shares are held in the ordinary course of business and not to influence control. As such, this Schedule 13G is consistent with disclosure requirements for passive investors rather than Schedule 13D activism filings. The filing identifies the Reporting Person, addresses, and the calculation basis (shares outstanding as of May 5, 2025). No shared voting or dispositive power is reported, and no group affiliation is indicated.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OnKure Therapeutics, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
68277Q105
(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.
68277Q105
1
Names of Reporting Persons
Highbridge Capital Management, LLC
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
663,607.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
663,607.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
663,607.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the shares of class A common stock, par value $0.0001 per share ("Class A Common Stock"), of OnKure Therapeutics, Inc., a Delaware corporation (the "Issuer"), directly held by the Highbridge Funds.
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 277 Park Avenue, 23rd Floor, New York, New York 10172.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
68277Q105
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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 12,823,872 shares of Class A Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 6, 2025.
(b)
Percent of class:
5.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein.
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 acquired and are held in the ordinary course of business and 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.
How many OnKure Therapeutics (Class A) shares does Highbridge report owning?
Highbridge reports owning 663,607 shares of OnKure Therapeutics Class A Common Stock.
What percentage of OnKure's Class A stock does Highbridge own according to the filing?
5.2% of the Class A Common Stock, based on 12,823,872 shares outstanding as of May 5, 2025.
Is Highbridge claiming control or activist intent in this Schedule 13G?
No. The filing states the shares are held in the ordinary course of business and not to change or influence control of the issuer.
Under what capacity is Highbridge filing this statement?
As an investment adviser (Highbridge Capital Management, LLC), reporting holdings of funds and accounts it advises.
What addresses are listed for the issuer and the reporting person?
Issuer principal executive office: 6707 Winchester Circle, #400, Boulder, Colorado 80301. Highbridge business office: 277 Park Avenue, 23rd Floor, New York, NY 10172.
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