0000929638-24-001046.txt : 20240318 0000929638-24-001046.hdr.sgml : 20240318 20240318175940 ACCESSION NUMBER: 0000929638-24-001046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240314 FILED AS OF DATE: 20240318 DATE AS OF CHANGE: 20240318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Asset Management, LP CENTRAL INDEX KEY: 0001583977 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40675 FILM NUMBER: 24760393 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40675 FILM NUMBER: 24760392 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 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40675 FILM NUMBER: 24760390 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 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40675 FILM NUMBER: 24760391 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] ORGANIZATION NAME: 03 Life Sciences 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 form4.xml X0508 4 2024-03-14 0001790340 Immuneering Corp IMRX 0001583977 Cormorant Asset Management, LP 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 true 0001599214 Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 true 0001618442 Cormorant Global Healthcare Master Fund, LP 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 true 0001817320 Cormorant Private Healthcare Fund III LP 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 true false Class A Common Stock 2024-03-14 4 S 0 345266 3.235 D 3859098 I See Footnote Class A Common Stock 2024-03-14 4 S 0 98570 4.245 D 3760528 I See Footnote Class A Common Stock 2024-03-14 4 S 0 54215 5.374 D 3706313 I See Footnote Class A Common Stock 2024-03-14 4 S 0 11040 5.968 D 3695273 I See Footnote Class A Common Stock 2024-03-15 4 S 0 400000 2.141 D 3295273 I See Footnote Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $2.90 to $3.895 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission (the "SEC"), the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund (as defined below). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and Cormorant Private Healthcare Fund III, LP ("Fund III"). Cormorant Global Healthcare GP, LLC ("GP LLC") and Cormorant Private Healthcare GP III, LLC ("GP III") serve as General Partner of the Master Fund and Fund III, respectively. Bihua Chen serves as manager of Cormorant, GP LLC and GP III. 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) 1,651,513 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III. Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $3.90 to $4.895 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund. Represents (i) 1,552,943 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III. Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $4.90 to $5.89 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund. Represents (i) 1,498,728 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III. Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $5.90 to $6.18 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund. Represents (i) 1,487,688 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III. Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $1.90 to $2.82 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund. Represents (i) 1,087,688 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III. /s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC, its General Partner 2024-03-18 /s/ Bihua Chen 2024-03-18 /s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner 2024-03-18 /s/ CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Global Healthcare GP III, LLC, LLC, its General Partner 2024-03-18