SC 13G/A 1 tm216921-2_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

(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 §240.13d-2

Forte Biosciences, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

34962G109
(CUSIP Number)

December 31, 2020
(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)

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. 34962G109

13G

Page 2 of 8 Pages

1	NAME OF REPORTING PERSON Nemean Asset Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON	5	SOLE VOTING POWER 315,000
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 315,000
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 315,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.5%
12	TYPE OF REPORTING PERSON* CO

CUSIP No. 34962G109

13G

Page 3 of 8 Pages

1	NAME OF REPORTING PERSON South Ocean Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON	5	SOLE VOTING POWER 151,067
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 151,067
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 151,067
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.2%
12	TYPE OF REPORTING PERSON* CO

CUSIP No. 34962G109

13G

Page 4 of 8 Pages

1	NAME OF REPORTING PERSON IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON	5	SOLE VOTING POWER 185,000
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 185,000
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 185,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4%
12	TYPE OF REPORTING PERSON* OO

CUSIP No. 34962G109

13G

Page 5 of 8 Pages

1	NAME OF REPORTING PERSON Steven M. Oliveira
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON	5	SOLE VOTING POWER 651,067
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 651,067
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 651,067
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1%
12	TYPE OF REPORTING PERSON* IN

CUSIP No. 34962G109

13G

Page 6 of 8 Pages

Item 1.

(a)

Name of Issuer:

Forte Biosciences, Inc.

(b)

Address of Issuer's Principal Executive Offices:

1124 W Carson Street

MRL Building 3-320

Torrance, California 90502

Item 2.

(a)

Name of Person Filing:

Nemean Asset Management, LLC

South Ocean Capital Management, LLC

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA

Steven Oliveira

(b)

Address of Principal Business Office or if none, Residence:

Nemean Asset Management, LLC:

225 Via Palacio

Palm Beach Gardens, FL 33418

South Ocean Capital Management, LLC:

225 Via Palacio

Palm Beach Gardens, FL 33418

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA and Steven Oliveira:

225 Via Palacio

Palm Beach Gardens, FL 33418

(c)

Citizenship:

Nemean Asset Management, LLC – Florida

South Ocean Capital Management, LLC – Florida

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA

and Steven Oliveira – U.S.A.

(d)

Title of Class of Securities: Common Stock, $0.001 par value

(e)

CUSIP Number:

34962G109

Item 3.

Not Applicable

Item 4.

Ownership.

(a)

Amount Beneficially Owned:

Nemean Asset Management, LLC – 315,000 shares.

South Ocean Capital Management, LLC – 151,067 shares.

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 185,000 shares.

Steven Oliveira – 651,067 shares. Consists of securities owned by Nemean Asset Management, LLC, South Ocean Capital Management, LLC, and IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA.

Steven Oliveira has voting and dispositive power over the securities owned by Nemean Asset Management, LLC, South Ocean Capital Management, LLC, and IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA.

(b)

Percent of Class:

Nemean Asset Management, LLC – 2.5%

South Ocean Capital Management, LLC –1.2%

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 1.4%

Steven Oliveira – 5.1%

The foregoing percentages are based on 12,830,598 shares of common stock outstanding as of November 3, 2020 as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020.

CUSIP No. 34962G109

13G

Page 7 of 8 Pages

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:

Nemean Asset Management, LLC – 315,000 shares.

South Ocean Capital Management, LLC – 151,067 shares.

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 185,000 shares.

Steven Oliveira – 651,067 shares.

(ii)

shared power to vote or to direct the vote:

Nemean Asset Management, LLC – 0

South Ocean Capital Management, LLC – 0

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 0

Steven Oliveira – 0

(iii)

sole power to dispose or to direct the disposition of:

Nemean Asset Management, LLC – 315,000 shares.

South Ocean Capital Management, LLC – 151,067 shares.

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 185,000 shares.

Steven Oliveira – 651,067 shares.

(iv)

shared power to dispose or to direct the disposition of:

Nemean Asset Management, LLC – 0

South Ocean Capital Management, LLC – 0

IRA Financial Trust Company, Custodian for the benefit of the Steven M Oliveira IRA – 0

Steven Oliveira – 0

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 Subsidiary Which Acquired the Securities: 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.

Certifications: Not Applicable

CUSIP No. 34962G109

13G

Page 8 of 8 Pages

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.

February 16, 2021

NEMEAN ASSET MANAGEMENT, LLC


By:	/s/ Steven Oliveira
	Name:	Steven Oliveira
	Title:	Authorized Signatory

SOUTH OCEAN CAPITAL MANAGEMENT, LLC


By:	/s/ Steven Oliveira
	Name:	Steven Oliveira
	Title:	Authorized Signatory

IRA FINANCIAL TRUST COMPANY, CUSTODIAN FOR THE BENEFIT OF THE STEVEN M OLIVEIRA IRA


	/s/ Steven Oliveira
	Steven Oliveira


	/s/ Steven Oliveira
	Steven Oliveira

SEC Form SC 13G/A filed