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    Amendment: SEC Form SCHEDULE 13D/A filed by Gossamer Bio Inc.

    7/1/26 9:23:54 PM ET
    $GOSS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $GOSS alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)


    Gossamer Bio, Inc.

    (Name of Issuer)


    Common Stock, $0.0001 par value per share

    (Title of Class of Securities)




    38341P102

    (CUSIP Number)
    D. E. Shaw & Co., L.P.
    Legal & Compliance, Two Manhattan West, 375 Ninth Ave., 52nd Floor
    New York, NY, 10001
    212-478-0000

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    06/29/2026

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    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).




    schemaVersion:


    SCHEDULE 13D

    CUSIP Number(s):
    38341P102


    1 Name of reporting person

    D. E. Shaw Valence Portfolios, L.L.C.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    38,362,468.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    38,362,468.00
    11Aggregate amount beneficially owned by each reporting person

    38,362,468.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    7.8 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP Number(s):
    38341P102


    1 Name of reporting person

    D. E. Shaw & Co., L.L.C.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    40,242,495.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    40,242,495.00
    11Aggregate amount beneficially owned by each reporting person

    40,242,495.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.2 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP Number(s):
    38341P102


    1 Name of reporting person

    D. E. Shaw & Co., L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    40,630,726.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    40,630,726.00
    11Aggregate amount beneficially owned by each reporting person

    40,630,726.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.3 %
    14Type of Reporting Person (See Instructions)

    IA, PN



    SCHEDULE 13D

    CUSIP Number(s):
    38341P102


    1 Name of reporting person

    David E. Shaw
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    40,630,726.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    40,630,726.00
    11Aggregate amount beneficially owned by each reporting person

    40,630,726.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.3 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, $0.0001 par value per share
    (b)Name of Issuer:

    Gossamer Bio, Inc.
    (c)Address of Issuer's Principal Executive Offices:

    3115 Merryfield Row, Suite 120, San Diego, CALIFORNIA , 92121.
    Item 1 Comment:
    Introductory Note: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") 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 Securities and Exchange Commission (the "SEC") on June 11, 2026 (the "Initial Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Initial Schedule 13D. Except as provided herein, each Item of the Initial Schedule 13D remains unchanged.
    Item 5.Interest in Securities of the Issuer
    (a)
    Item 5(a) of the Initial Schedule 13D is hereby amended and restated as follows: (a) - (b) Based upon the Issuer's definitive proxy statement, filed with the SEC on June 9, 2026, there were 488,846,722 Common Shares issued and outstanding as of June 5, 2026. Common Shares are beneficially owned by Valence, Cogence, and certain funds under the management of DESIM, including Common Shares in the name of DSIF. Each of Valence, Cogence, DESIM, and DSIF 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 38,362,468 Common Shares beneficially owned by Valence (the "Valence Shares") represent approximately 7.8% of the outstanding Common Shares. The 1,878,827 Common Shares beneficially owned by Cogence (the "Cogence Shares") represent approximately 0.4% of the outstanding Common Shares. The 389,431 Common Shares under the management of DESIM (the "DESIM Shares"), including the 1,200 Common Shares beneficially owned by DSIF (the "DSIF Shares"), represent approximately 0.1% 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. DESIM has the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the DESIM Shares. DESCO LP, as the investment adviser of Valence, Cogence, and as the managing member of DESIM, which in turn is the investment adviser of DSIF, 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, 40,630,726 Common Shares. DESCO LLC, as the manager of Valence, Cogence, and DSIF 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, 40,242,495 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 40,630,726 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, 40,242,495 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, Cogence, and as the managing member of DESIM, which in turn is the investment adviser of DSIF, 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, Cogence, and DSIF, 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 40,630,726 Common Shares as described above constituting 8.3% of the outstanding Common Shares, and, therefore, Dr. Shaw may be deemed to be the beneficial owner of such Common Shares. David E. Shaw disclaims beneficial ownership of any Common Shares.
    (b)
    Item 5(b) of the Initial Schedule 13D is hereby amended and supplemented as follows: See Item 5(a) of Amendment No. 1 to the Initial Schedule 13D.
    (c)
    Item 5(c) of the Initial Schedule 13D is hereby amended and supplemented as follows: Schedule I to Amendment No. 1, 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 during the past sixty (60) days.
    (d)
    Item 5(d) of the Initial Schedule 13D is hereby amended and supplemented 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 40,630,726 Common Shares, except for such rights and powers as the corresponding investors in Valence, Cogence, and funds under the management of DESIM shall possess.
    Item 7.Material to be Filed as Exhibits.
     
    Item 7 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 99.1 - Schedule I (Transactions in the Securities of the Issuer During the Past Sixty Days) 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 July 1, 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 
     
    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.

     
    D. E. Shaw Valence Portfolios, L.L.C.
     
    Signature:/s/ Daniel R. Marcus
    Name/Title:Daniel R. Marcus / Authorized Signatory
    Date:07/01/2026
     
    D. E. Shaw & Co., L.L.C.
     
    Signature:/s/ Daniel R. Marcus
    Name/Title:Daniel R. Marcus / Authorized Signatory
    Date:07/01/2026
     
    D. E. Shaw & Co., L.P.
     
    Signature:/s/ Daniel R. Marcus
    Name/Title:Daniel R. Marcus / Chief Compliance Officer
    Date:07/01/2026
     
    David E. Shaw
     
    Signature:/s/ Daniel R. Marcus
    Name/Title:Daniel R. Marcus / Attorney-in-Fact for David E. Shaw
    Date:07/01/2026
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    Gossamer Bio, Inc. (NASDAQ:GOSS), a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension (PAH), today announced the appointment of John Quisel, J.D., Ph.D., President and CEO of Disc Medicine, to its Board of Directors. "Today, we are thrilled to announce that Dr. John Quisel has joined the Gossamer team," said Faheem Hasnain, Chairman, Co-Founder and CEO of Gossamer Bio. "Not only is Dr. Quisel a recognized industry leader with a proven track record of success, but he also brings unique strategic insights and experience in PAH, which will be invaluable. We are confident that Dr. Quise

    11/29/23 7:01:00 AM ET
    $GOSS
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Gossamer Bio Announces Addition of Rainer Zimmermann, MD, as VP of Medical Affairs

    Gossamer Bio, Inc. (NASDAQ:GOSS), a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension (PAH), today announced that Rainer Zimmermann, MD, has joined the Company as Vice President of Medical Affairs. Dr. Zimmermann brings more than 23 years of experience within the PAH/PH space, most recently having served as the Global Medical Lead, Medical Affairs, Pulmonary Hypertension, at Johnson & Johnson Innovative Medicine. In this role, he partnered with the development and commercial teams to lead pre-launch and launch activities of several approved PAH products, including Uptravi® (selixpag),

    10/3/23 4:08:00 PM ET
    $GOSS
    Biotechnology: Pharmaceutical Preparations
    Health Care