| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13G |
| (Rule 13d-102) |
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT |
| TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED |
| PURSUANT TO RULE 13d-2(b) |
| (Amendment No. )1 |
| Rapport Therapeutics, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value |
| (Title of Class of Securities) |
| 75383L102 |
| (CUSIP Number) |
| September 30, 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)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
1 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 disclosures provided in a prior cover page. The information required on 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 75383L102 | Page 2 of 7 |
| 1. | NAME OF REPORTING PERSON
Johnson & Johnson
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] | ||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER | -0- | |
| 6. | SHARED VOTING POWER | 2,498,051 | ||
| 7. | SOLE DISPOSITIVE POWER | -0- | ||
| 8. | SHARED DISPOSITIVE POWER | 2,498,051 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,498,051 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 6.8% | ||
| 12. | TYPE OF REPORTING PERSON | CO | ||
| CUSIP No. 75383L102 | Page 3 of 7 |
| 1. | NAME OF REPORTING PERSON
Johnson & Johnson Innovation-JJDC, Inc.
| |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (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- | |
| 6. | SHARED VOTING POWER | 2,498,051 | ||
| 7. | SOLE DISPOSITIVE POWER | -0- | ||
| 8. | SHARED DISPOSITIVE POWER | 2,498,051 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,498,051 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 6.8% | ||
| 12. | TYPE OF REPORTING PERSON | CO | ||
| CUSIP No. 75383L102 | Page 4 of 7 |
SCHEDULE 13G
| ITEM 1(a) | NAME OF ISSUER: |
| Rapport Therapeutics, Inc. | |
| ITEM 1(b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
| 1325 Boylston Street, Suite 401, Boston, MA 02215 | |
| ITEM 2(a) | NAME OF PERSON FILING: |
| This statement is being filed by Johnson & Johnson, a New Jersey corporation (“J&J”), and Johnson & Johnson Innovation-JJDC, Inc., a Delaware corporation (“JJDC”). JJDC is a wholly-owned subsidiary of J&J. The securities reported herein as being held by J&J and JJDC are directly beneficially owned by JJDC. J&J may be deemed to indirectly beneficially own the securities that are directly beneficially owned by JJDC. The Joint Filing Agreement between J&J and JJDC is attached hereto as Exhibit A. | |
| ITEM 2(b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE: |
J&J: One Johnson & Johnson Plaza, New Brunswick, NJ 08933 JJDC: 410 George Street, New Brunswick, NJ 08901 | |
| ITEM 2(c) | CITIZENSHIP: |
J&J: New Jersey JJDC: Delaware | |
| ITEM 2(d) | TITLE OF CLASS OF SECURITIES: |
| Common Stock, $0.001 par value (“Common Stock”) | |
| ITEM 2(e) | CUSIP NUMBER: |
| 75383L102 | |
| CUSIP No. 75383L102 | Page 5 of 7 |
| ITEM 3 | STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B) OR (C): | ||
| Not applicable. | |||
| ITEM 4 | OWNERSHIP: | ||
The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G.
Percentage ownership is based on 36,576,457 shares of Common Stock outstanding as of August 8, 2024, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2024 filed with the Securities and Exchange Commission on August 8, 2024. | |||
| ITEM 5 | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | ||
| Not applicable. | |||
| 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 COMPANY: | ||
| 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: | ||
| Not applicable. | |||
| CUSIP No. 75383L102 | Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: October 18, 2024
JOHNSON & JOHNSON
| ||
| By: | /s/ Marc Larkins | |
| Name: | Marc Larkins | |
| Title: | Secretary | |
| JOHNSON & JOHNSON INNOVATION-JJDC, INC. | ||
| By: | /s/ Jill McManus | |
| Name: | Jill McManus | |
| Title: | Assistant Treasurer | |
| CUSIP No. 75383L102 | Page 7 of 7 |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit A, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: October 18, 2024
JOHNSON & JOHNSON
| ||
| By: | /s/ Marc Larkins | |
| Name: | Marc Larkins | |
| Title: | Secretary | |
| JOHNSON & JOHNSON INNOVATION-JJDC, INC. | ||
| By: | /s/ Jill McManus | |
| Name: | Jill McManus | |
| Title: | Assistant Treasurer | |
