Gossamer Bio, Inc.
9.50%
46,485,295
1728117
Jun 3, 2026
Jun 11, 2026, 09:13 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| D. E. Shaw & Co., L.P. | Investment Adviser | 9.50% | 46,485,295 | 0 | 46,485,295 |
| David E. Shaw | Individual | 9.50% | 46,485,295 | 0 | 46,485,295 |
| D. E. Shaw & Co., L.L.C. | Other | 9.40% | 46,097,064 | 0 | 46,097,064 |
| D. E. Shaw Valence Portfolios, L.L.C. | Other | 9.00% | 43,915,249 | 0 | 43,915,249 |
Disclosure Items (7)
Common Stock, $0.0001 par value per share
Gossamer Bio, Inc.
3115 Merryfield Row, San Diego, CA, 92121
This statement is filed on behalf of D. E. Shaw Valence Portfolios, L.L.C., a Delaware limited liability company ("Valence"), D. E. Shaw & Co., L.L.C., a Delaware limited liability company ("DESCO LLC"), D. E. Shaw & Co., L.P., a Delaware limited partnership ("DESCO LP"), and Dr. David E. Shaw, a citizen of the United States of America ("Dr. Shaw," and together with Valence, DESCO LLC, and DESCO LP, collectively, the "Reporting Persons"). The Reporting Persons are filing jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.4 and incorporated herein by reference.
The business address and principal office, as applicable, of all Reporting Persons and any other persons named in this Item 2 is Two Manhattan West, 375 Ninth Avenue, 52nd Floor, New York, NY 10001.
The principal business of Valence is that of a limited liability company focusing primarily on equity and equity-linked securities-related investment strategies. Valence has no executive officers or directors. The principal business of DESCO LLC is to act as manager to certain entities, including, without limitation, Valence, D. E. Shaw Cogence Portfolios, L.L.C. ("Cogence"), and D. E. Shaw Investment Management Special Investment Fund, L.L.C. ("DSIF"), each of which have beneficial ownership of the shares of Common Stock, $0.0001 par value per share (the "Common Shares") of Gossamer Bio, Inc. (the "Issuer") (as further described in Item 5 herein). The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Valence, Cogence, and certain funds under the management of D. E. Shaw Investment Management, L.L.C. ("DESIM"), each of which have beneficial ownership of the Issuer's Common Shares (as further described in Item 5 herein). D. E. Shaw & Co. II, Inc., a Delaware corporation ("DESCO II, Inc."), is the managing member of DESCO LLC. D. E. Shaw & Co., Inc., a Delaware corporation ("DESCO Inc."), is the general partner of DESCO LP. Dr. Shaw is the President and sole shareholder of each of DESCO II, Inc. and DESCO Inc.
On September 29, 2023, the SEC issued a settled order finding that language in certain employment related agreements used by DESCO LP raised impediments to employees' participation in the SEC's whistleblower program in violation of Exchange Act Rule 21F-17(a). In the order, DESCO LP, without admitting or denying the findings, agreed to a censure, to cease-and-desist from committing or causing any violations and any future violations of Rule 21F-17(a), and to pay a $10 million penalty. The SEC's order acknowledged that DESCO LP took a number of steps dating back to 2017 to affirm employees' whistleblowing rights, including by sending a firmwide email emphasizing those rights and adding specific whistleblower protection language to the firm's policy materials; however, similar whistleblower protection language was not included directly in DESCO LP's employment agreements until April 2019 or in its form of separation release until June 2023. DESCO LP remediated the relevant language in all applicable employment-related agreements prior to the issuance of the SEC's order. Except with respect to the matter described above, during the last five years, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any person named in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Valence and DESCO LLC are Delaware limited liability companies, and DESCO LP is a Delaware limited partnership. Dr. Shaw is a citizen of the United States of America.
On June 4, 2026, the Reporting Persons acquired beneficial ownership of 48,107,644 New Shares (as defined in Item 4) in connection with the Exchange Offer (as defined in Item 4).Valence received 45,745,939 New Shares, together with $10,369,000 in principal amount of New Convertible Notes (as defined in Item 4) and 21,602,250 Purchase Warrants (as defined in Item 4), in exchange for its surrender of $28,803,000 aggregate principal amount of Existing Convertible Notes (as defined in Item 4) in connection with the Exchange Offer, as further described in Item 4. Cogence received 2,361,705 New Shares, together with $535,000 in principal amount of New Convertible Notes and 1,115,250 Purchase Warrants, in exchange for its surrender of $1,487,000 aggregate principal amount of Existing Convertible Notes in connection with the Exchange Offer, as further described in Item 4. The disclosure set forth in Item 4 of this Schedule 13D regarding such acquisitions of New Convertible Notes, New Shares and Purchase Warrants is incorporated in this Item 3 by reference. Valence and Cogence expended approximately $19,242,448 and $970,268 (excluding taxes and commissions), respectively, of their working capital to acquire such Existing Convertible Notes that were tendered in exchange for such New Shares, New Convertible Notes and Purchase Warrants. In acquiring 389,431 Common Shares, certain funds under the management of DESIM expended approximately $648,456 (excluding taxes and commissions) of their working capital. Such Common Shares and the Existing Convertible Notes mentioned in the immediately preceding paragraph were acquired and held in margin accounts together with other securities; such accounts may from time to time make use of margin.
(a) - (b) Based upon the Issuer's definitive proxy statement, filed with the SEC on June 9, 2026, there were 488,846,722 Common Shares issued and outstanding as of June 5, 2026. Common Shares are beneficially owned by Valence, Cogence, and certain funds under the management of DESIM, including Common Shares in the name of DSIF. Each of Valence, Cogence, DESIM, and DSIF is a Delaware limited liability company and has its business address and principal office at Two Manhattan West, 375 Ninth Avenue, 52nd Floor, New York, NY 10001. The 43,915,249 Common Shares beneficially owned by Valence (the "Valence Shares") represent approximately 9.0% of the outstanding Common Shares. The 2,180,615 Shares beneficially owned by Cogence (the "Cogence Shares") represent approximately 0.4% of the outstanding Common Shares. The 389,431 Common Shares under the management of DESIM (the "DESIM Shares"), including the 1,200 Shares beneficially owned by DSIF (the "DSIF Shares"), represent approximately 0.1% of the outstanding Common Shares. Valence has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Valence Shares. Cogence has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Cogence Shares. DESIM has the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the DESIM Shares. DESCO LP, as the investment adviser of Valence, Cogence, and as the managing member of DESIM, which in turn is the investment adviser of DSIF, may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 46,485,295 Common Shares. DESCO LLC, as the manager of Valence, Cogence, and DSIF may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 46,097,064 Common Shares. As general partner of DESCO LP, DESCO Inc. may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 46,485,295 Common Shares. As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 46,097,064 Common Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II, Inc., owns any Common Shares directly, and each such entity disclaims beneficial ownership of any Common Shares. Dr. Shaw does not own any Common Shares directly. By virtue of Dr. Shaw's position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, which in turn is the investment adviser of Valence, Cogence, and as the managing member of DESIM, which in turn is the investment adviser of DSIF, and by virtue of Dr. Shaw's position as President and sole shareholder of DESCO II, Inc., which is the managing member of DESCO LLC, which in turn is the manager of Valence, Cogence, and DSIF, Dr. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 46,485,295 Common Shares as described above constituting 9.5% of the outstanding Common Shares, and, therefore, Dr. Shaw may be deemed to be the beneficial owner of such Common Shares. David E. Shaw disclaims beneficial ownership of any Common Shares.
See Item 5(a).
The descriptions of the Exchange Offer in Items 3 and 4 of this Schedule 13D are incorporated herein by reference. Schedule I hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in Common Shares by the Reporting Persons and any other person named in Item 2 during the past sixty (60) days, other than transactions in connection with the Exchange Offer.
To the best of the Reporting Persons' knowledge, no person other than the Reporting Persons or their affiliates has the right to receive or power to direct the receipt of dividends from, or proceeds from the sale of, the 46,485,295 Common Shares, except for such rights and powers as the corresponding investors in Valence, Cogence, and funds under the management of DESIM shall possess.
Not applicable.
The descriptions of the Transaction Support Agreement, Voting Agreements, Indenture, and Purchase Warrant Agreement in Item 4 of this Schedule 13D are incorporated herein by reference. As of the date hereof, Valence and Cogence maintain open short positions referencing 3,549,077 and 183,227 Common Shares, respectively (which positions existed prior to May 18, 2026). Except for matters otherwise described in this Schedule 13D, none of the Reporting Persons has any contract, arrangement, understanding, or relationship with any person with respect to any securities of the Issuer.
Exhibit 99.1 - Schedule I (Transactions in the Securities of the Issuer During the Past Sixty Days) Exhibit 99.2 - Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024. Exhibit 99.3 - Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024. Exhibit 99.4 - Joint Filing Agreement, by and among the Reporting Persons, dated June 11, 2026. Exhibit 99.5 - Transaction Support Agreement with the Issuer, dated May 18, 2026, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on May 18, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000036/goss-20260518xexx101xtsa.htm) Exhibit 99.6 - Form of Voting Agreement, dated May 18, 2026, incorporated by reference herein to Exhibit 10.2 to the Form 8-K filed by the issuer on May 18, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000036/goss-20260518xexx102xformo.htm) Exhibit 99.7 - Indenture governing Senior Secured First Lien Convertible Notes due 2030, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on June 5, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/goss-20260604xexx101inde.htm) Exhibit 99.8 - Purchase Warrant Agreement, dated June 4, 2026, incorporated by reference herein to Exhibit 10.3 to the Form 8-K filed by the issuer on June 5, 2026. (https://www.sec.gov/Archives/edgar/data/1728117/000172811726000045/goss-20260604xexx103warr.htm)