SEC Form SC 13G filed by Upstream Bio Inc.

11/7/24 9:24:55 AM ET

Biotechnology: Pharmaceutical Preparations

Health Care

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SC 13G 1 filing.txt SCHEDULE 13G Amendment No.0 UPSTREAM BIO INC COMMON STOCK Cusip #91678A107 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #91678A107 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 6,051,876 Item 6: 0 Item 7: 6,069,876 Item 8: 0 Item 9: 6,069,876 Item 11: 11.822% Item 12: HC Cusip #91678A107 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 6,069,876 Item 8: 0 Item 9: 6,069,876 Item 11: 11.822% Item 12: IN Item 1(a). Name of Issuer: UPSTREAM BIO INC Item 1(b). Address of Issuer's Principal Executive Offices: 890 WINTER STREET, SUITE 200 WALTHAM, MA 02451 USA Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: COMMON STOCK Item 2(e). CUSIP Number: 91678A107 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A). Item 4. Ownership (a) Amount Beneficially Owned: 6,069,876 (b) Percent of Class: 11.822% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Please see the responses to Items 5 and 6 on the cover page (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 6,069,876 (iv) shared power to dispose or to direct the disposition of: 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. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of UPSTREAM BIO INC. No one other person's interest in the COMMON STOCK of UPSTREAM BIO INC is more than five percent of the total outstanding COMMON STOCK. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. 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 acquired and are held in the ordinary course of business and 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. 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. November 6, 2024 Date /s/ Stephanie J. Brown Signature Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. Exhibit A Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification FIAM LLC IA Fidelity Management & Research Company LLC * IA Fidelity Management Trust Company BK * Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on November 6, 2024, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the COMMON STOCK of UPSTREAM BIO INC at October 31, 2024. FMR LLC By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Stephanie J. Brown Stephanie J. Brown Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson** * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.

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SEC Form SC 13G filed by Upstream Bio Inc.

11/7/24 9:24:55 AM ET

$UPB

Biotechnology: Pharmaceutical Preparations

Health Care

Get the next $UPB alert in real time by email

Recent Analyst Ratings for

$UPB

Date	Price Target	Rating	Analyst
6/3/2026	$36.00	Buy	H.C. Wainwright
3/27/2026	$15.00	Outperform → In-line	Evercore ISI
12/18/2025	$51.00	Outperform	Mizuho
11/18/2025	$40.00	Outperform	Evercore ISI
10/14/2025	$47.00	Buy	Truist
11/5/2024	$75.00	Overweight	Piper Sandler
11/5/2024	$38.00	Overweight	JP Morgan
11/5/2024		Outperform	William Blair

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SEC Form SC 13G filed by Upstream Bio Inc.

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Insider Trading

CFO and COO Gray Michael sold $7,915 worth of shares (852 units at $9.29), decreasing direct ownership by 3% to 29,648 units (SEC Form 4)

Chief Medical Officer Deykin Aaron sold $8,305 worth of shares (894 units at $9.29), decreasing direct ownership by 3% to 32,687 units (SEC Form 4)

Chief Executive Officer Sutherland Everett Rand sold $19,444 worth of shares (2,093 units at $9.29), decreasing direct ownership by 3% to 72,907 units (SEC Form 4)

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SEC Filings

Amendment: SEC Form SCHEDULE 13G/A filed by Upstream Bio Inc.

SEC Form 10-Q filed by Upstream Bio Inc.

Upstream Bio Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

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Insider Purchases

Director Chimovits Erez bought $14,025,000 worth of shares (825,000 units at $17.00) and converted options into 3,609,789 shares (SEC Form 4)

Director Orbimed Advisors Llc bought $14,025,000 worth of shares (825,000 units at $17.00) and converted options into 3,609,789 shares (SEC Form 4)

Large owner Ai Upstream Llc bought $19,975,000 worth of shares (1,175,000 units at $17.00) and converted options into 4,319,410 shares (SEC Form 4)

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Analyst Ratings

H.C. Wainwright initiated coverage on Upstream Bio with a new price target

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Upstream Bio to Showcase Additional Efficacy Data from the Phase 2 VIBRANT Trial of Verekitug in CRSwNP in Oral Session at EAACI 2026

Upstream Bio to Present at the Goldman Sachs 47th Annual Global Healthcare Conference

Upstream Bio Presents New Data from Phase 2 VIBRANT Trial of Verekitug Demonstrating Improvement in Asthma Symptom Control in Participants with CRSwNP and Comorbid Asthma at the ATS 2026 International Conference

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Leadership Updates

Upstream Bio Appoints Stacy Price as Chief Technology Officer

Upstream Bio Appoints Allison Ambrose as General Counsel

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Large Ownership Changes