0001567619-21-014499.txt : 20210805
0001567619-21-014499.hdr.sgml : 20210805
20210805160124
ACCESSION NUMBER: 0001567619-21-014499
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210803
FILED AS OF DATE: 20210805
DATE AS OF CHANGE: 20210805
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cormorant Asset Management, LP
CENTRAL INDEX KEY: 0001583977
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40675
FILM NUMBER: 211148039
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 857-702-0388
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER NAME:
FORMER CONFORMED NAME: Cormorant Asset Management, LLC
DATE OF NAME CHANGE: 20130807
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Chen Bihua
CENTRAL INDEX KEY: 0001599214
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40675
FILM NUMBER: 211148038
MAIL ADDRESS:
STREET 1: C/O CORMORANT ASSET MANAGEMENT, LP
STREET 2: 200 CLARENDON STREET, 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cormorant Private Healthcare Fund III LP
CENTRAL INDEX KEY: 0001817320
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40675
FILM NUMBER: 211148036
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 857-702-0370
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cormorant Global Healthcare Master Fund, LP
CENTRAL INDEX KEY: 0001618442
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40675
FILM NUMBER: 211148037
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-848-3429
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Immuneering Corp
CENTRAL INDEX KEY: 0001790340
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 245 MAIN STREET, SECOND FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-500-8080
MAIL ADDRESS:
STREET 1: 245 MAIN STREET, SECOND FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
4
1
doc1.xml
FORM 4
X0306
4
2021-08-03
1
0001790340
Immuneering Corp
IMRX
0001583977
Cormorant Asset Management, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
0
1
Former 10% Owner
0001599214
Chen Bihua
C/O CORMORANT ASSET MANAGEMENT, LLC
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
1
0
0001618442
Cormorant Global Healthcare Master Fund, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
1
0
0001817320
Cormorant Private Healthcare Fund III LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
1
0
Common Stock
2021-08-03
4
C
0
1702628
A
1702628
I
See Footnotes
Common Stock
2021-08-03
4
P
0
550000
15
A
2252628
I
See Footnotes
Series B Convertible Preferred Stock
2021-08-03
4
C
0
1702628
D
Common Stock
1702628
0
I
See Footnotes
Shares of Series B Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering.
Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund III, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
Represents (i) 387,688 shares of Common Stock held by the Master Fund, (ii) 1,298,493 shares of Common Stock held by Fund III, and (iii) 16,447 shares held by the Account.
Shares reported herein as purchased on August 3, 2021 represent 550,000 shares purchased by the Master Fund.
The Series B Convertible Preferred Stock represented, on an as-converted basis, (i) 387,688 shares of Common Stock held by the Master Fund, (ii) 1,298,493 shares of Common Stock held by Fund III, and (iii) 16,447 shares held by the Account.
/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner, By: Bihua Chen, Managing Member
2021-08-05
/s/ CORMORANT ASSET MANAGEMENT, LP, By: Cormorant Asset Management GP, LLC, its General Partner By: Bihua Chen, Managing Member
2021-08-05
/s/ Bihua Chen
2021-08-05
/s/ CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC, its General Partner By: Bihua Chen, Managing Member
2021-08-05