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