Form SC 13G - Statement of acquisition of beneficial ownership by individuals
29 Fevereiro 2024 - 6:31PM
Edgar (US Regulatory)
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
|
|
| |
| SCHEDULE 13G |
| |
| Under the Securities Exchange Act of 1934 |
| (Amendment No. )* |
| |
|
Pulmonx Corporation |
| (Name of Issuer) |
| |
|
Common Stock, par
value $0.001 per share |
| (Title of Class of Securities) |
| |
|
745848101 |
| (CUSIP Number) |
| |
|
February 28, 2024 |
| (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) |
| ý |
Rule 13d-1(c) |
| ¨ |
Rule 13d-1(d) |
| |
| (Page 1 of 8 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. 745848101 | 13G | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Point72 Asset Management, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
| 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 |
| 6 |
SHARED VOTING POWER
1,913,561 (including 100,000 Shares issuable upon exercise
of options) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
1,913,561 (including 100,000 Shares issuable upon exercise
of options) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,913,561 (including 100,000 Shares issuable upon exercise
of options) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% |
| 12 |
TYPE OF REPORTING PERSON
PN |
| |
|
|
|
|
| CUSIP No. 745848101 | 13G | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Point72 Capital Advisors, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
| 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 |
| 6 |
SHARED VOTING POWER
1,913,561 (including 100,000 Shares issuable upon exercise
of options) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
1,913,561 (including 100,000 Shares issuable upon exercise
of options) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,913,561 (including 100,000 Shares issuable upon exercise
of options) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% |
| 12 |
TYPE OF REPORTING PERSON
CO |
| |
|
|
|
|
| CUSIP No. 745848101 | 13G | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Cubist Systematic Strategies, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
| 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 |
| 6 |
SHARED VOTING POWER
22,522 |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
22,522 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,522 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% |
| 12 |
TYPE OF REPORTING PERSON
OO |
| |
|
|
|
|
| CUSIP No. 745848101 | 13G | Page 5 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
Steven A. Cohen |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
| 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 |
| 6 |
SHARED VOTING POWER
1,936,083 (including 100,000 Shares issuable upon exercise
of options) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
1,936,083 (including 100,000 Shares issuable upon exercise
of options) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,936,083 (including 100,000 Shares issuable upon exercise
of options) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% |
| 12 |
TYPE OF REPORTING PERSON
IN |
| |
|
|
|
|
| CUSIP No. 745848101 | 13G | Page 6 of 8 Pages |
| Item 1(a). |
Name of Issuer. |
| |
Pulmonx Corporation (the “Issuer”). |
| Item 1(b). |
Address of Issuer's Principal Executive Offices. |
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700 Chesapeake Drive, Redwood City, California 94063. |
| Item 2(a). |
Name of Person Filing. |
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This statement is filed by:
(i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to common stock, par value $0.001 per
share (“Shares”), of the Issuer held by (and underlying options held by) Point72 Associates, LLC, an investment fund
it manages (“Point72 Associates”); (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”)
with respect to Shares held by (and underlying options held by) Point72 Associates; (iii) Cubist Systematic Strategies, LLC (“Cubist
Systematic Strategies”) with respect to Shares held by an investment fund it manages; and (iv) Steven A. Cohen (“Mr.
Cohen”) with respect to Shares beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist Systematic
Strategies.
|
| |
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Mr. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. |
| Item 2(b). |
Address of Principal Business Office. |
| |
The address of the principal business office of (i) Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; and (ii) Cubist Systematic Strategies is 55 Hudson Yards, New York, NY 10001. |
| Item 2(c). |
Place of Organization. |
| |
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Cubist Systematic Strategies is a Delaware limited liability company. Mr. Cohen is a United States citizen. |
| Item 2(d). |
Title of Class of Securities. |
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Common Stock, par value $0.001 per share. |
| Item 2(e). |
CUSIP Number. |
| |
745848101 |
| 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: |
| |
Not applicable. |
| Item 4. |
Ownership. |
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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 Reporting Person. Such information is as of the close of business on February 28, 2024. |
| CUSIP No. 745848101 | 13G | Page 7 of 8 Pages |
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Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by Point72 Associates. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by an investment fund it manages. Mr. Cohen controls each of Point72 Asset Management, Point72 Capital Advisors Inc., and Cubist Systematic Strategies. The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein. |
| 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 Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ]. |
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person. |
| |
Point72 Associates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Shares. |
| 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. |
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Not applicable. |
| Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |
| Item 10. |
Certification. |
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By signing below each Reporting Person certifies that, to the best of its 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. |
| CUSIP No. 745848101 | 13G | Page 8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: February 29, 2024 |
|
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POINT72 ASSET MANAGEMENT, L.P. |
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|
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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POINT72 CAPITAL ADVISORS, INC. |
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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CUBIST SYSTEMATIC STRATEGIES, LLC |
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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STEVEN A. COHEN |
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|
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
| Date: February 29, 2024 |
|
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POINT72 ASSET MANAGEMENT, L.P. |
| |
|
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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|
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|
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POINT72 CAPITAL ADVISORS, INC. |
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|
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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|
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|
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CUBIST SYSTEMATIC STRATEGIES, LLC |
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|
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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|
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|
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STEVEN A. COHEN |
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|
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By: |
/s/ Jason M. Colombo |
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Name: Jason M. Colombo |
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Title: Authorized Person |
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