0000929638-14-000346.txt : 20140325 0000929638-14-000346.hdr.sgml : 20140325 20140325145825 ACCESSION NUMBER: 0000929638-14-000346 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140325 DATE AS OF CHANGE: 20140325 GROUP MEMBERS: BIHUA CHEN GROUP MEMBERS: CORMORANT GLOBAL HEALTHCARE GP LLC GROUP MEMBERS: CORMORANT GLOBAL HEALTHCARE MASTER FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENVEC INC CENTRAL INDEX KEY: 0000934473 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232705690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60289 FILM NUMBER: 14715712 BUSINESS ADDRESS: STREET 1: 910 CLOPPER ROAD STREET 2: SUITE 220N CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 2406320740 MAIL ADDRESS: STREET 1: 910 CLOPPER ROAD STREET 2: SUITE 220N CITY: GAITHERSBURG STATE: MD ZIP: 20878 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cormorant Asset Management, LLC CENTRAL INDEX KEY: 0001583977 IRS NUMBER: 462108927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 HIGH STREET, SUITE 1105 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-848-3429 MAIL ADDRESS: STREET 1: 100 HIGH STREET, SUITE 1105 CITY: BOSTON STATE: MA ZIP: 02110 SC 13G 1 cormorant_genvec-sch13g.htm SCHEDULE 13G (MARCH 2014) cormorant_genvec-sch13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No. ___)*
 

 
GenVec, Inc.
 
 
(Name of Issuer)
 

 
Common Stock, par value $0.001 per share
 
 
(Title of Class of Securities)
 

 
37246C307
 
 
(CUSIP Number)
 

 
March 17, 2014
 
 
(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).
 
 
 

 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare Master Fund, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Cayman Islands
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,329,300 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,329,300 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,329,300 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
7.70%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)
 

 
 

 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,329,300 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,329,300 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,329,300 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
7.70%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 

 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Asset Management, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,329,300 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,329,300 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,329,300 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
7.70%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 

 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Bihua Chen
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
United States
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
 
6    Shared Voting Power
 
1,329,300 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
1,329,300 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,329,300 shares
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
7.70%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN (Individual)
 
 
 
 

 

Item 1.
 

(a)
Name of Issuer
 
 
GenVec, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
910 Clopper Road
Suite 220N
Gaithersburg, MD 20878

Item 2.
 

(a)
Name of Person Filing
 
 
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Asset Management, LLC
Bihua Chen
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
100 High Street, Suite 1105
Boston, MA 02110
 
(c)
Citizenship
 
 
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware
Cormorant Asset Management, LLC - Delaware
Bihua Chen - United States
 
(d)
Title of Class of Securities
 
 
Common Stock, par value $0.001 per share
 
(e)
CUSIP Number
 
 
37246C307

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).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)
Amount Beneficially Owned***
 
 
Cormorant Global Healthcare Master Fund, LP - 1,329,300 shares
Cormorant Global Healthcare GP, LLC - 1,329,300 shares
Cormorant Asset Management, LLC - 1,329,300 shares
Bihua Chen - 1,329,300 shares
 
(b)
Percent of Class
 
 
Cormorant Global Healthcare Master Fund, LP - 7.70%
Cormorant Global Healthcare GP, LLC - 7.70%
Cormorant Asset Management, LLC - 7.70%
Bihua Chen - 7.70%
 
 
 
 

 
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
 
   
Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LLC - 0 shares
Bihua Chen - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Cormorant Global Healthcare Master Fund, LP - 1,329,300 shares
Cormorant Global Healthcare GP, LLC - 1,329,300 shares
Cormorant Asset Management, LLC - 1,329,300 shares
Bihua Chen - 1,329,300 shares
 
 
(iii)
sole power to dispose or to direct the disposition of
 
   
Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares
Cormorant Asset Management, LLC - 0 shares
Bihua Chen - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Cormorant Global Healthcare Master Fund, LP - 1,329,300 shares
Cormorant Global Healthcare GP, LLC - 1,329,300 shares
Cormorant Asset Management, LLC - 1,329,300 shares
Bihua Chen - 1,329,300 shares
 

*** Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP for which Cormorant Global Healthcare GP, LLC serves as the general partner and Cormorant Asset Management, LLC serves as the investment manager.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and Cormorant Asset Management, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. Percentage calculations herein are based upon there being 17,269,962 shares of Common Stock issued and outstanding upon the closing of the Issuer’s public offering, as reported in the Issuer’s prospectus supplement filed with the SEC on March 14, 2014.


Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
 
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.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
 
March 25, 2014
 
 
CORMORANT GLOBAL HEALTHCARE MASTER FUND, L.P.
   
 
By: Cormorant Global Healthcare GP, LLC
 
its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
   
 
CORMORANT GLOBAL HEALTHCARE GP, LLC
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
   
 
CORMORANT ASSET MANAGEMENT, LLC
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
   
 
BIHUA CHEN
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Individually

EX-99.1 2 cormorant_genvec-ex991.htm JOINT FILER AGREEMENT cormorant_genvec-ex991.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of March 25, 2014, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Asset Management, LLC and Bihua Chen (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock of GenVec, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.


 
CORMORANT GLOBAL HEALTHCARE MASTER FUND, L.P.
   
 
By: Cormorant Global Healthcare GP, LLC
 
its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
   
 
CORMORANT GLOBAL HEALTHCARE GP, LLC
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
   
 
CORMORANT ASSET MANAGEMENT, LLC
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
   
 
BIHUA CHEN
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Individually