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)	
 
 	x	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	

 

EXHIBIT 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.001 par value, of Forte Biosciences, Inc., a Delaware company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this agreement as of 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