RA Capital and affiliated individuals report shared beneficial ownership of 1,971,765 shares of Protara Therapeutics common stock, representing a 4.99% stake. The position reflects 1,039,295 directly held shares plus pre-funded warrants exercisable for up to 1,400,144 additional shares, but exercise is restricted by 9.99% and 4.99% beneficial ownership blockers. The 4.99% blocker currently limits exercise so reported beneficial ownership is capped at 1,971,765 shares. RA Capital serves as investment adviser and holds sole voting and dispositive power over the Fund's holdings; the filers disclaim group status and broader beneficial ownership except as required by Section 13(d).
Positive
Economic exposure via pre-funded warrants allows RA Capital to increase economic participation without exceeding ownership limits immediately
Clear delegation of voting and dispositive authority to RA Capital clarifies who makes portfolio decisions for the Fund
Disclosure of ownership blockers (9.99% and 4.99%) provides transparency on limits to further stake accumulation
Negative
Beneficial ownership capped at 4.99% limits the ability to increase voting power or seek control without changing blocker terms
Shared voting/dispositive power rather than sole power indicates limited unilateral influence over corporate actions
Filers disclaim broader beneficial ownership and group status, which may reduce perceived accountability for the position
Insights
TL;DR: A sizable, strategically structured stake capped at 4.99% limits immediate control but preserves economic exposure via pre-funded warrants.
The filing shows RA Capital and affiliated parties hold economic exposure through 1,039,295 shares and pre-funded warrants for up to 1,400,144 additional shares, with a 4.99% exercise blocker constraining ownership to 1,971,765 shares. For investors, this clarifies the firm's current influence is limited to shared voting power rather than sole control. The capped position reduces near-term takeover risk while leaving potential upside if blockers are adjusted or additional shares are issued. Impact is informational and not an immediate corporate-control event.
TL;DR: Governance impact is limited—RA Capital holds shared voting power but disclaims broader beneficial ownership and group status.
The report explicitly delegates voting and dispositive authority to RA Capital for the Fund's holdings and includes disclaimers that limit attribution beyond Section 13(d) obligations. Shared voting power of 1,971,765 shares signals coordinated influence but not control. The presence of ownership blockers and the filers' disclaimers reduce the likelihood of immediate governance changes or a control contest. This filing is material for transparency but does not indicate a change in board composition or control dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Protara Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74365U107
(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.
74365U107
1
Names of Reporting Persons
RA Capital Management, L.P.
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
1,971,765.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,971,765.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,971,765.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
74365U107
1
Names of Reporting Persons
Peter Kolchinsky
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,971,765.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,971,765.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,971,765.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
74365U107
1
Names of Reporting Persons
Rajeev Shah
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,971,765.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,971,765.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,971,765.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
74365U107
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
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
1,971,765.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,971,765.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,971,765.00
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)
4.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Protara Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
345 PARK AVENUE SOUTH, 3RD FLOOR, NEW YORK, NY, 10010.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
74365U107
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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Fund directly holds (i) 1,039,295 shares of Common Stock, and (ii) two series of pre-funded warrants (the "Pre-Funded Warrants") exercisable for an aggregate of up to 1,400,144 shares of Common Stock.
.
One series of Pre-Funded Warrants, which are exercisable for up to 500,000 shares, contain provisions (the "9.99% Beneficial Ownership Blocker"), which precludes the exercise of such Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The other series of Pre-Funded Warrants, which are exercisable for up to 900,144 shares, contain a provision (the "4.99% Beneficial Ownership Blocker"), which precludes the exercise of such Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 4.99% of the Common Stock outstanding. By virtue of the 4.99% Beneficial Ownership Blocker, the Fund is currently prohibited from exercising these Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 1,971,765 shares of Common Stock
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the 4.99% Beneficial Ownership Blocker, each Reporting Person's beneficial ownership percentage was 4.99% as of June 30, 2025. Such percentage is based upon the sum of (i) 38,581,863 shares of the Issuer's Common Stock outstanding as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 8, 2025 and (ii) 932,470 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 4.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
08/14/2025
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/14/2025
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/14/2025
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:
08/14/2025
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on February 14, 2025)
How many Protara (TARA) shares do RA Capital and affiliates report beneficially owning?
The reporting persons state beneficial ownership of 1,971,765 shares, representing a 4.99% stake under the filing's calculation.
What instruments contribute to RA Capital's reported position in TARA?
The position comprises 1,039,295 directly held shares plus pre-funded warrants exercisable for up to 1,400,144 additional shares, subject to ownership blockers.
Why is RA Capital's ability to exercise some warrants restricted?
Two series of pre-funded warrants include a 9.99% and a 4.99% beneficial ownership blocker, preventing exercise that would exceed those thresholds.
Does this filing indicate RA Capital is part of an investor group seeking control of Protara?
No. The Reporting Persons explicitly disclaim status as a 'group' and certify the securities were not acquired to change or influence control.
Who holds voting and dispositive power over the Fund's Protara shares?
RA Capital serves as investment adviser and has been delegated the sole power to vote and dispose of the Fund's reported securities.
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