* 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 (“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. 162818108 Page 2 of 8
1. Names of Reporting Persons. |
Gardner Lewis Asset Management, L.P. |
|
2. Check the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
|
3. SEC Use Only |
4. Source of Funds |
OO |
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6. Citizenship or Place of Organization |
Pennsylvania |
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power |
0 |
|
8. Shared Voting Power |
1,103,417 |
|
9. Sole Dispositive Power |
0 |
|
10. Shared Dispositive Power |
1,103,417 |
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person |
1,103,417 |
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
o |
13. Percent of Class Represented by Amount in Row (11) |
5.01 |
14. Type of Reporting Person |
IA |
CUSIP No. 162818108 Page 3 of 8
1. Names of Reporting Persons. |
Gardner Lewis Asset Management, Inc. |
|
2. Check the Appropriate Box if a Member of a Group |
(a) o |
(b) o |
|
3. SEC Use Only |
4. Source of Funds |
OO |
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
o |
6. Citizenship or Place of Organization |
Delaware |
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power |
0 |
|
8. Shared Voting Power |
1,103,417 |
|
9. Sole Dispositive Power |
0 |
|
10. Shared Dispositive Power |
1,103,417 |
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person |
1,103,417 |
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
o |
13. Percent of Class Represented by Amount in Row (11) |
5.01 |
14. Type of Reporting Person |
CO |
|
CUSIP No. 162818108 Page 4 of 8
ITEM 1. SECURITY AND ISSUER
This Schedule 13D (this “Schedule 13D”)
relates to the common stock, $0.0001 par value (the “Common Stock”), of Checkmate Pharmaceuticals, Inc. (the “Issuer”).
The Issuer’s principal executive offices are located at 245 Main Street, 2nd Floor, Cambridge, MA 02142
ITEM 2. IDENTITY AND BACKGROUND
(a)
This Schedule 13D is filed jointly on behalf of Gardner Lewis Asset Management, L.P., a Pennsylvania
limited partnership (“GLAM”), and Gardner Lewis Asset Management, Inc., a Delaware corporation and the sole general partner
of GLAM (“GLAM GP”). W. Whitfield Gardner (“Mr. Gardner”) is the sole stockholder of GLAM GP. See Note 1 in Item
5.
(b) The place of organization
or citizenship of each person listed in this Item 2 is as follows: GLAM (Pennsylvania), GLAM GP (Delaware), and Mr. Gardner (Pennsylvania).
The address of the principal office or business address, as applicable, of each person listed above is 285 Wilmington West Chester Pike,
Chadds Ford, PA 19317.
(c) GLAM’s principal
business is acting as an investment adviser to private funds and managed accounts. GLAM is a registered investment adviser with the Securities
and Exchange Commission. GLAM GP’s principal business is to act as the sole general partner of GLAM. Mr. Gardner’s principal
business is Chairman and CEO of GLAM.
(d) No person listed in
this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e) No person listed in
this Item 2 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 violation with respect to such laws) as a result of a civil proceeding of
a judicial or administrative body of competent jurisdiction to which such reporting person was a party during the last five years.
(f) Each
person listed in this Item 2 is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
The funds used in purchasing Shares on behalf of clients
of GLAM come from private funds and various client accounts advised by GLAM. See Note 1 in Item 5.
ITEM 4. PURPOSE OF TRANSACTION
GLAM transactions are for private funds and client
accounts advised by GLAM in the normal course of business. GLAM reserves the right, from time to time, to acquire additional Shares for,
and/or dispose of Shares held in, the private funds and client accounts advised by GLAM. None of the persons listed in Item 2 has any
other plans or proposals related to the securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) GLAM
and GLAM GP share voting and dispositive power over 1,103,417 shares of Common Stock, representing 5.01% of the Common Stock, which is
based on 22,038,218 shares of Common Stock issued and outstanding as of March 31, 2022 as reported on the Issuer’s Form 10-Q filed
on May 12, 2022. See Note 1 in this Item 5.
(b) The
power to dispose of and vote the shares of Common Stock referenced in paragraph (a) of this Item 5 is shared among GLAM and GLAM GP. See
Note 1 in this Item 5.
(c) In
the past 60 days, GLAM, on behalf of the private funds and client accounts it advises, effected the transactions in the Issuer’s
securities set forth on Exhibit B attached hereto.
(d) Any
dividends on, and proceeds from the sale of, any shares of Common Stock are for the account of the private funds and client accounts advised
by GLAM that hold such shares, including the Fund.
CUSIP No. 162818108 Page 5 of 8
(e) Not
applicable.
Note 1: GLAM advises private funds and client accounts. In such capacity, GLAM has voting authority and dispositive discretion
over the securities of the Issuer described in this Schedule 13D that are owned by the private funds and client accounts advised
by GLAM. The pecuniary interest of all securities reported in this Schedule 13D is owned by the private funds and client accounts
advised by GLAM. Except for the purpose of determining beneficial ownership under Section 13(d) of the Securities Exchange
Act of 1934, as amended, GLAM, GLAM GP, and Mr. Gardner each disclaims beneficial ownership of all securities reported in this Schedule
13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Other than as described in this Schedule 13D, none
of the persons listed in Item 2 has any contracts, arrangements, understandings or other relationship with respect to the securities of
the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
Exhibit B – Item 5(c) Table
CUSIP No. 162818108 Page 6 of 8
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: June 1, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: June 1, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
The original statement shall be signed by each person
on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
CUSIP No. 162818108 Page 7 of 8
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)
under the Securities exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons
in the Schedule 13D referred to below on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock, par value $0.0001 per share, of Checkmate Pharmaceuticals, Inc. and that this Agreement be included as an Exhibit
to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned hereby
execute the Agreement this 1st day of June, 2022.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: June 1, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: June 1, 2022 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
CUSIP No. 162818108 Page 8 of 8
EXHIBIT B
Item 5(c) Table
Date of Purchase / Sale |
Shares Purchased / (Sold)(#) |
Average Purchase / Sale Price per Share ($) |
4/19/2022 |
30,000 |
10.43 |
4/20/2022 |
33,327 |
10.39 |
4/21/2022 |
19,590 |
10.38 |
4/22/2022 |
55,000 |
10.39 |
4/25/2022 |
34,716 |
10.39 |
4/26/2022 |
46,498 |
10.39 |
4/27/2022 |
20,626 |
10.38 |
4/28/2022 |
25,400 |
10.38 |
4/29/2022 |
75,000 |
10.39 |
5/2/2022 |
25,000 |
10.38 |
5/3/2022 |
50,104 |
10.39 |
5/4/2022 |
30,000 |
10.38 |
5/5/2022 |
25,000 |
10.37 |
5/6/2022 |
15,000 |
10.37 |
5/9/2022 |
20,000 |
10.38 |
5/10/2022 |
23,310 |
10.38 |
5/11/2022 |
25,000 |
10.38 |
5/12/2022 |
107,065 |
10.39 |
5/13/2022 |
791 |
10.44 |
5/16/2022 |
139,816 |
10.45 |
5/17/2022 |
72,108 |
10.46 |
5/18/2022 |
200,000 |
10.46 |
5/19/2022 |
6,608 |
10.46 |
5/24/2022 |
101 |
10.48 |
5/25/2022 |
23,357 |
10.49 |