SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Cue Biopharma, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

22978P106

(CUSIP Number)
 

December 31, 2020

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
þ Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 22978P106

13G/A

Page 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

Avoro Capital Advisors LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

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

452,500

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

452,500

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

452,500

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5%

12

TYPE OF REPORTING PERSON

OO, IA

         

 

 

CUSIP No. 22978P106

13G/A

Page 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

Behzad Aghazadeh

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

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

452,500

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

452,500

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

452,500

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 22978P106

13G/A

Page 4 of 7 Pages

 

Item 1(a). NAME OF ISSUER
   
  Cue Biopharma, Inc. (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  21 Erie St. Cambridge, Massachusetts 02139

 

Item 2(a). NAME OF PERSON FILING
   
 

This statement is filed by: (i) Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro"), which provides investment advisory and management services and has acquired the securities of the Issuer solely for investment purposes on behalf of Avoro Life Sciences Fund LLC, a Delaware limited liability company, and certain managed accounts and (ii) Behzad Aghazadeh ("Dr. Aghazadeh," and together with Avoro, the "Reporting Persons"), who serves as the portfolio manager and controlling person of Avoro.

The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is 110 Greene Street, Suite 800, New York, NY 10012.

 

Item 2(c). CITIZENSHIP
   
  Avoro is a Delaware limited liability company.  Dr. Aghazadeh is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.001 per share (the "Common Stock")

 

Item 2(e). CUSIP NUMBER
   
  22978P106

 

CUSIP No. 22978P106

13G/A

Page 5 of 7 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) þ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) þ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:___________________________

 

Item 4. OWNERSHIP
   
 

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

The percentage set forth in Row 11 of this Schedule 13G/A is calculated based upon

30,278,366 shares of Common Stock outstanding as of November 2, 2020, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the Securities and Exchange Commission on November 9, 2020.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ý

 

CUSIP No. 22978P106

13G/A

Page 6 of 7 Pages

 

Item 6. OWNERSHIP OF MORE THAN FIVE 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. CERTIFICATION

 

  Each Reporting Person hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its 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.
   

 

 

CUSIP No. 22978P106

13G/A

Page 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 12, 2021

 

AVORO CAPITAL ADVISORS LLC  
   
   
/s/ Scott Epstein  
Name: Scott Epstein  
Title: Chief Financial Officer
& Chief Compliance Officer
 
   

/s/ Behzad Aghazadeh

 
BEHZAD AGHAZADEH