SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
PEPGEN INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
713317105
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing 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) |
* 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. | 713317105 |
| 1 | NAMES OF REPORTING PERSONS | |||
| Qatar Investment Authority | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
| (a) ☐ | ||||
| (b) ☑ | ||||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Qatar | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | ||
| 1,243,951 | ||||
| 6 | SHARED VOTING POWER | |||
| 0 | ||||
| 7 | SOLE DISPOSITIVE POWER | |||
| 1,243,951 | ||||
| 8 | SHARED DISPOSITIVE POWER | |||
| 0 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 1,243,951 (see Item 4 below) | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |||
| ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||
| 3.82% (1) | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| OO | ||||
| (1) | Based on 32,589,702 shares of common stock, par value $0.0001 per share (“Common Stock”), of PepGen Inc. (the “Issuer”) outstanding as of August 1, 2024, as reported in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2024. |
| Item 1(a). | Name of Issuer: |
PepGen Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
321 Harrison Avenue, 8th Floor
Boston, Massachusetts 02118
| Item 2(a). | Name of Person Filing: |
Qatar Investment Authority (the “Reporting Person”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), PO Box 23224, Qatar.
| Item 2(c). | Citizenship: |
Qatar
| Item 2(d). | Title of Class of Securities: |
Common Stock.
| Item 2(e). | CUSIP Number: |
713317105
| 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. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
1,243,951
| (b) | Percent of class: 3.82% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
1,243,951
| (ii) | Shared power to vote or to direct the vote |
0
| (iii) | Sole power to dispose or to direct the disposition of |
1,243,951
| (iv) | Shared power to dispose or to direct the disposition of |
0
| 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 þ.
| 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. |
See Exhibit A
| 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.
Date: November 11, 2024
| QATAR INVESTMENT AUTHORITY | ||||
| By: | /s/ Andrew Watkins | |||
| Name: | Andrew Watkins** | |||
| Title: | Associate General Counsel, Compliance | |||
** Evidence of authority to sign on behalf of Qatar Investment Authority is set forth in a Certificate of Incumbency dated February 2, 2022, and included as Exhibit B hereto.
INDEX TO EXHIBITS
| Exhibit No. | Description |
| A | Item 7 Information |
| B | Certificate of Incumbency |
EXHIBIT A
The Schedule 13G to which this attachment is appended is filed by Qatar Investment Authority on behalf of itself and the following subsidiaries:
Al-Rayyan Holding LLC
EXHIBIT B
CERTIFICATE OF INCUMBENCY
I, Ahmad Mohammed F Q Al-Khanji, Chief of Legal and General Counsel, of Qatar Investment Authority, established by Emiri Decision No 22 in 2005, with its registered office at, Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar, do hereby confirm that Andrew Watkins is the duly appointed Associate General Counsel, Compliance, an officer of the Qatar Investment Authority, and as such, is authorized to sign regulatory filings on behalf of the Qatar Investment Authority.
| /s/ | Ahmad Mohammed F Q Al-Khanji |
| Name: | Ahmad Mohammed F Q Al-Khanji | ||
| Title: | Chief of Legal and General Counsel | ||
| Dated: February 02, 2022 | |||