Beneficial Ownership Report · SCHEDULE 13D/A
Gossamer Bio, Inc.
GOSSNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- Gossamer Bio, Inc.
- Company CIK
- 0001728117
- Street
- 3115 Merryfield Row
- Street (continued)
- Suite 120
- City
- San Diego
- State / country code
- CA
- Postal code
- 92121
Statement details
- Amendment number
- 6
- Security class
- Common Stock, $0.0001 par value per share
- Event date
- 10/27/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- D. E. Shaw & Co., L.P.
- Phone
- 212-478-0000
- Street
- Legal & Compliance, Two Manhattan West
- Street (continued)
- 375 Ninth Ave., 52nd Floor
- City
- New York
- State / country code
- NY
- Postal code
- 10001
Reporting person 1
- Name
- D. E. Shaw Valence Portfolios, L.L.C.
- Reporting person CIK
- 0001294704
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- OO
- Source of funds code
- WC
- Legal proceedings indication
- N
- Aggregate amount owned
- 243,041.00
- Percent of class
- 4.0
- Sole voting power
- 0.00
- Shared voting power
- 243,041.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 243,041.00
- Aggregate excludes certain shares
- N
Reporting person 2
- Name
- D. E. Shaw & Co., L.L.C.
- Reporting person CIK
- 0001277502
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- OO
- Source of funds code
- AF
- Legal proceedings indication
- N
- Aggregate amount owned
- 255,431.00
- Percent of class
- 4.2
- Sole voting power
- 0.00
- Shared voting power
- 255,431.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 255,431.00
- Aggregate excludes certain shares
- N
Reporting person 3
- Name
- D. E. Shaw & Co., L.P.
- Reporting person CIK
- 0001009268
- No reporting person CIK indication
- N
- Citizenship / organization
- DE
- Reporting person type
- IA · PN
- Source of funds code
- AF
- Legal proceedings indication
- Y
- Aggregate amount owned
- 255,431.00
- Percent of class
- 4.2
- Sole voting power
- 0.00
- Shared voting power
- 255,431.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 255,431.00
- Aggregate excludes certain shares
- N
Reporting person 4
- Name
- David E. Shaw
- Reporting person CIK
- 0001023870
- No reporting person CIK indication
- N
- Citizenship / organization
- X1
- Reporting person type
- IN
- Source of funds code
- AF
- Legal proceedings indication
- N
- Aggregate amount owned
- 255,431.00
- Percent of class
- 4.2
- Sole voting power
- 0.00
- Shared voting power
- 255,431.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 255,431.00
- Aggregate excludes certain shares
- N
Item 1
Issuer
Gossamer Bio, Inc.
Security title
Common Stock, $0.0001 par value per share
Principal address
Comment
Introductory Note: This Amendment No. 6 to Schedule 13D ("Amendment No. 6") is filed by and on behalf of each of the Reporting Persons to amend and supplement the Schedule 13D related to the Common Shares of the Issuer previously filed by the Reporting Persons with the SEC on June 11, 2026, as amended and supplemented by Amendment No. 1 to Schedule 13D filed on July 1, 2026, Amendment No. 2 to Schedule 13D filed on July 24, 2026, Amendment No. 3 to Schedule 13D filed on August 24, 2026, Amendment No. 4 to Schedule 13D filed on September 28, 2026, and Amendment No. 5 to Schedule 13D filed on October 8, 2026 (as amended, the "Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged.
Item 5
Number of shares
Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: See Item 5(a) of Amendment No. 6.
Transactions
Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Schedule I to Amendment No. 6, 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/or any affiliates of the Reporting Persons since Amendment No. 5.
Other persons with an interest
Item 5(d) of the Schedule 13D is hereby amended and restated as follows: 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 Common Shares reported herein, except for such rights and powers as the corresponding investors in Valence and Cogence shall possess.
Date ownership ceased to exceed 5%
On October 27, 2026, Valence, DESCO LLC, DESCO LP, and David E. Shaw ceased to be the beneficial owners of more than 5 percent of the class of securities.
Percentage of class
Item 5(a) of the Schedule 13D is hereby amended and restated as follows: Based upon the Issuer's definitive proxy statement, filed with the SEC on September 16, 2026, there were 6,116,391 Common Shares issued and outstanding as of September 14, 2026. Common Shares are beneficially owned by Valence and Cogence. Each of Valence and Cogence 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 243,041 Common Shares beneficially owned by Valence (the "Valence Shares") represent approximately 4.0% of the outstanding Common Shares. The 12,390 Common Shares beneficially owned by Cogence (the "Cogence Shares") represent approximately 0.2% 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. DESCO LP, as the investment adviser of Valence and Cogence, 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, 255,431 Common Shares. DESCO LLC, as the manager of Valence and Cogence, 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, 255,431 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, 255,431 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, 255,431 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 and Cogence, 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 and Cogence, 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 255,431 Common Shares as described above constituting 4.2% of the outstanding Common Shares, and, therefore, Dr. Shaw may be deemed to be the beneficial owner of such Common Shares. Dr. Shaw disclaims beneficial ownership of any Common Shares.
Item 7
Filed exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.1 - Schedule I (Transactions in the Securities of the Issuer Since Amendment No. 5) 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 October 29, 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)
Signature 1
- Reporting person
- D. E. Shaw Valence Portfolios, L.L.C.
- Signed
- /s/ Daniel R. Marcus
- Title
- Daniel R. Marcus / Authorized Signatory
- Date
- 10/29/2026
Signature 2
- Reporting person
- D. E. Shaw & Co., L.L.C.
- Signed
- /s/ Daniel R. Marcus
- Title
- Daniel R. Marcus / Authorized Signatory
- Date
- 10/29/2026
Signature 3
- Reporting person
- D. E. Shaw & Co., L.P.
- Signed
- /s/ Daniel R. Marcus
- Title
- Daniel R. Marcus / Chief Compliance Officer
- Date
- 10/29/2026
Signature 4
- Reporting person
- David E. Shaw
- Signed
- /s/ Daniel R. Marcus
- Title
- Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
- Date
- 10/29/2026
Filed exhibits
- SCHEDULE I (TRANSACTIONS IN THE SECURITIES OF THE ISSUER SINCE AMENDMENT NO. 5) ↗tm2628588d1_ex99-1.htm
- POWER OF ATTORNEY ↗tm2628588d1_ex99-2.htm
- POWER OF ATTORNEY ↗tm2628588d1_ex99-3.htm
- JOINT FILING AGREEMENT ↗tm2628588d1_ex99-4.htm
Company context
Gossamer Bio is a biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension and pulmonary hypertension associated with interstitial lung disease. Its goal is to be an industry leader in, and to enhance the lives of patients living with, pulmonary hypertension.