[SCHEDULE 13G] Sagimet Biosciences Inc. Series A SEC Filing
Woodline Partners LP disclosed beneficial ownership of 2,552,536 shares of Sagimet Biosciences Series A common stock, representing approximately 8.3% of the outstanding class. The shares are directly held by Woodline Master Fund LP, for which Woodline Partners serves as investment adviser, and the reporting page shows Woodline Partners has sole voting and dispositive power over these shares.
The filing was made on Schedule 13G and includes a certification that the securities were acquired and are held in the ordinary course of business and were not purchased to change or influence control of the issuer. The percentage is calculated using an aggregate share base of about 30,674,855 shares reported in the company’s quarterly report for the period ended March 31, 2025.
- Material disclosed stake: Reporting of 2,552,536 shares (~8.3%) is a clear, material ownership disclosure
- Clear control authority: Reporting person states sole voting and dispositive power over the shares
- Schedule 13G certification: Filing includes a certification that the shares were acquired and are held in the ordinary course of business and not to influence control
- None.
Insights
Woodline holds a material passive stake ~8.3%, disclosed via Schedule 13G; no stated intent to seek control.
Holding 2,552,536 shares, equal to roughly 8.3% of the reported ~30.7 million share class, is large enough to be material for investors and can affect float and voting outcomes. The Schedule 13G form and the included certification indicate Woodline views this as a passive, ordinary-course position rather than an activist or control-seeking stake. For analysts, the key points are the stake size, sole voting/dispositive power, and the public acknowledgment that the position is not intended to influence control.
An >5% disclosure is governance-relevant; Schedule 13G signals passive ownership but still warrants monitoring for voting impact.
From a governance perspective, a declared 8.3% holder with sole voting authority can be influential on shareholder votes, even if the filer asserts passive intent. The filing identifies Woodline Partners as the investment adviser to the fund that directly holds the shares and explicitly states the securities are held in the ordinary course of business and not to influence control. While Schedule 13G filings typically reflect non-activist positions, boards and investors commonly note such stakes because they change the ownership landscape and could mobilize in future corporate actions.