| Item 1. | |
| (a) | Name of issuer:
Kailera Therapeutics, Inc. |
| (b) | Address of issuer's principal executive offices:
180 Third Avenue, 4th Floor Waltham, MA 02451 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Canada Pension Plan Investment Board
CPP Investment Board Private Holdings (4) Inc. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
One Queen Street East
Suite 2500
Toronto, Ontario
M5C 2W5
Canada |
| (c) | Citizenship:
Each of the Reporting Persons is organized under the laws of Canada. |
| (d) | Title of class of securities:
Common Stock, $0.00001 par value per share |
| (e) | CUSIP No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Item 9 on the cover pages.
The securities reported herein are directly held by CPP Investment Board Private Holdings (4) Inc., a wholly-owned subsidiary of Canada Pension Plan Investment Board. As such, the Reporting Persons may be deemed to have shared voting power and dispositive power with respect to such securities. |
| (b) | Percent of class:
See Item 11 on the cover pages. %
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages.
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| | (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)