Gossamer Bio disclosed that Context Capital Management and related reporting persons collectively hold 48,835,788 shares of common stock, representing 9.9% of the class. The filing states the percentage is calculated using 488,846,722 shares outstanding as of June 5, 2026. The report clarifies the ownership cap in an agreement is 9.99% and shows shared voting and dispositive power over the reported shares.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed: 48.8M shares (9.9%).
The filing lists 48,835,788 shares held collectively by Context Capital Management, Context Partners Master Fund and named control persons, with shared voting and dispositive power. The percentage basis is 488,846,722 shares outstanding as of June 5, 2026.
Future activity will depend on holder decisions and any contractual ownership limits; the filing notes an ownership limitation of 9.99%. Subsequent filings would show if disposition or additional disclosures follow.
Shared control structure and formal disclaimers are highlighted.
The report states LLC is general partner/adviser to the LP and names Rosen, Fertig and Carnegie as control persons, each disclaiming group membership and broader beneficial ownership beyond pecuniary interest. Shared voting/dispositive power is displayed rather than sole power.
Governance implications include that voting influence is aggregated via shared power; any changes to that aggregation would appear in amended filings or Section 13D disclosures if control intentions change.
Key Figures
Reported shares beneficially owned:48,835,788 sharesPercent of class:9.9%Shares outstanding used:488,846,722 shares+3 more
6 metrics
Reported shares beneficially owned48,835,788 sharescollective holdings by reporting persons
Percent of class9.9%based on 488,846,722 shares outstanding as of June 5, 2026
Shares outstanding used488,846,722 sharesas of June 5, 2026 (per filing calculation)
Shares issued June 4, 2026254,150,441 sharesshares issued reported on 8-K referenced in the filing
Prior outstanding (March 31, 2026)234,696,281 sharesshares outstanding reported in 10-Q for quarter ended March 31, 2026
Ownership limitation9.99%limitation prescribed in the agreement referenced in the filing
"Joint Filing Statement on beneficial ownership (Schedule 13G)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
shared dispositive powerregulatory
"Shared Dispositive Power 48,835,788.00 listed on cover page"
beneficially ownedregulatory
"Amount beneficially owned: See items 5-9 and 11 of the cover page"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
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Context Capital reports owning 48,835,788 shares (9.9%). The filing calculates percentage using 488,846,722 shares outstanding as of June 5, 2026, and shows shared voting and dispositive power over the reported shares.
How was the outstanding share base determined in the filing for GOSS?
The filing uses 488,846,722 shares outstanding as of June 5, 2026. That figure is described as the sum of 254,150,441 shares issued on June 4, 2026 and 234,696,281 shares reported as of March 31, 2026.
Who are the reporting persons named in the GOSS Schedule 13G?
Reporting persons: Context Capital Management, LLC; Context Partners Master Fund, L.P.; Michael S. Rosen; William D. Fertig; Charles E. Carnegie. The filing states LLC is GP/adviser to the LP and lists Rosen, Fertig and Carnegie as control persons.
Does the filing indicate sole voting or dispositive power for these shares?
The filing shows shared voting and shared dispositive power for 48,835,788 shares. It records zero sole voting or dispositive power and attributes the power as shared among the reporting persons.
Is there an ownership cap mentioned in the GOSS filing?
Yes — the filing notes an ownership limitation of 9.99% under an agreement. The Form indicates the displayed line 11 rounds to the tenth decimal place but the contractual limit is expressly 9.99%.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Gossamer Bio, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
38341P102
(CUSIP Number)
06/04/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
38341P102
1
Names of Reporting Persons
Context Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(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
0.00
6
Shared Voting Power
48,835,788.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
48,835,788.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
48,835,788.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
38341P102
1
Names of Reporting Persons
Michael S. Rosen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
48,835,788.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
48,835,788.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
48,835,788.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
38341P102
1
Names of Reporting Persons
William D. Fertig
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
48,835,788.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
48,835,788.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
48,835,788.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
38341P102
1
Names of Reporting Persons
Charles E. Carnegie
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
48,835,788.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
48,835,788.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
48,835,788.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
38341P102
1
Names of Reporting Persons
Context Partners Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
48,835,788.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
48,835,788.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
48,835,788.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Gossamer Bio, Inc.
(b)
Address of issuer's principal executive offices:
3115 MERRYFIELD ROW, SUITE 120, SAN DIEGO, CALIFORNIA, 92121.
Item 2.
(a)
Name of person filing:
Context Capital Management, LLC ("LLC")
Michael S. Rosen ("Rosen")
William D. Fertig ("Fertig")
Charles E. Carnegie ("Carnegie")
Context Partners Master Fund, L.P. ("LP")
LLC is the general partner and investment adviser of LP. Rosen, Fertig and Carnegie are the control persons of LLC. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of the securities reported in this Schedule 13G, except to the extent of that person?s pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of LP should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the securities covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
Context Capital Management, LLC
7724 Girard Avenue
Suite 300
La Jolla, CA 92037
(c)
Citizenship:
See cover page for each reporting person.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP Number(s):
38341P102
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See items 5-9 and 11 of the cover page for each reporting person.
(b)
Percent of class:
See items 5-9 and 11 of the cover page for each reporting person.
The shares beneficially owned by the Reporting Persons reported in this Schedule 13G consists of 48,835,788 shares held by the Reporting Persons. The percentages reported in the Schedule 13G are based on 488,846,722 shares outstanding as of June 5, 2026, as reported by the Issuer (254,150,441 shares issued on June 4, 2026, as reported on the 8-K reported on June 3, 2026, plus the 234,696,281 shares outstanding previously reported on the 10-Q as of the quarterly period ended March 31, 2026). To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See items 5-9 and 11 of the cover page for each reporting person.
(ii) Shared power to vote or to direct the vote:
See items 5-9 and 11 of the cover page for each reporting person.
(iii) Sole power to dispose or to direct the disposition of:
See items 5-9 and 11 of the cover page for each reporting person.
(iv) Shared power to dispose or to direct the disposition of:
See items 5-9 and 11 of the cover page for each reporting person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 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.
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:
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.
