0000929638-19-000988.txt : 20191107 0000929638-19-000988.hdr.sgml : 20191107 20191107171859 ACCESSION NUMBER: 0000929638-19-000988 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20191107 DATE AS OF CHANGE: 20191107 GROUP MEMBERS: BIHUA CHEN GROUP MEMBERS: CORMORANT GLOBAL HEALTHCARE GP, LLC GROUP MEMBERS: CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP GROUP MEMBERS: CORMORANT PRIVATE HEALTHCARE FUND II, LP GROUP MEMBERS: CORMORANT PRIVATE HEALTHCARE GP II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cabaletta Bio, Inc. CENTRAL INDEX KEY: 0001759138 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91178 FILM NUMBER: 191201358 BUSINESS ADDRESS: STREET 1: 2929 ARCH STREET STREET 2: SUITE 600 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: (267) 759-3100 MAIL ADDRESS: STREET 1: 2929 ARCH STREET STREET 2: SUITE 600 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cormorant Asset Management, LP 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: 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 COMPANY: FORMER CONFORMED NAME: Cormorant Asset Management, LLC DATE OF NAME CHANGE: 20130807 SC 13G 1 sc13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


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

 
Cabaletta Bio, Inc.
 
 
(Name of Issuer)
 

 
Common Stock
 
 
(Title of Class of Securities)
 

 
12674W109
 
 
(CUSIP Number)
 

 
October 25, 2019
 
 
(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).
 


CUSIP NO.
12674W109

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
 
901,619 shares
 
Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
901,619 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
901,619 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)*
 
3.82%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)

PN (Partnership)


CUSIP NO.
12674W109

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
 
901,619 shares
 
Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
901,619 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
901,619 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)*
 
3.82%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)


CUSIP NO.
12674W109

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Cormorant Private Healthcare Fund II, 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.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5          Sole Voting Power
 
0 shares
6          Shared Voting Power
 
1,154,425 shares
 
Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
1,154,425 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,154,425 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)*
 
4.90%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)

PN (Partnership)


CUSIP NO.
12674W109

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Private Healthcare GP II, 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
 
1,154,425 shares
 
Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
1,154,425 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,154,425 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)*
 
4.90%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)


CUSIP NO.
12674W109

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Asset Management, 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.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5          Sole Voting Power
 
0 shares
6          Shared Voting Power
 
2,119,132 shares

Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
2,119,132 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,119,132 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)*
 
9.00%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)


CUSIP NO.
12674W109

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
 
2,119,132 shares

Refer to Item 4 below.
7          Sole Dispositive Power
 
0 shares
8          Shared Dispositive Power
 
2,119,132 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,119,132 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)*
 
9.00%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN (Individual)


CUSIP NO.
12674W109

Item 1.
 
 
(a)
Name of Issuer

   
Cabaletta Bio, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
   
 
2929 Arch Street, Suite 600, Philadelphia, PA 19104

Item 2.
 
 
(a)
Name of Person Filing

   
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Private Healthcare Fund II, LP
Cormorant Private Healthcare GP II, LLC
Cormorant Asset Management, LP
Bihua Chen
 
 
(b)
Address of Principal Business Office or, if none, Residence

   
200 Clarendon Street, 52nd Floor
Boston, MA 02116
 
 
(c)
Citizenship
   
 
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware
Cormorant Private Healthcare Fund II, LP - Delaware
Cormorant Private Healthcare GP II, LLC - Delaware
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
 
 
(d)
Title of Class of Securities

   
Common Stock
 
 
(e)
CUSIP Number
   
12674W109


CUSIP NO.
12674W109

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 – 901,619 shares
Cormorant Global Healthcare GP, LLC – 901,619 shares
Cormorant Private Healthcare Fund II, LP – 1,154,425 shares
Cormorant Private Healthcare GP II, LLC – 1,154,425 shares
Cormorant Asset Management, LP – 2,119,132 shares
Bihua Chen – 2,119,132 shares

 
(b)
Percent of Class
   
 
Cormorant Global Healthcare Master Fund, LP – 3.82%
Cormorant Global Healthcare GP, LLC – 3.82%
Cormorant Private Healthcare Fund II, LP – 4.90%
Cormorant Private Healthcare GP II, LLC – 4.90%
Cormorant Asset Management, LP – 9.00%
Bihua Chen – 9.00%


CUSIP NO.
12674W109

 
(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 Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
 
   
(ii)
shared power to vote or to direct the vote
     
 
Cormorant Global Healthcare Master Fund, LP – 901,619 shares
Cormorant Global Healthcare GP, LLC – 901,619 shares
Cormorant Private Healthcare Fund II, LP – 1,154,425 shares
Cormorant Private Healthcare GP II, LLC – 1,154,425 shares
Cormorant Asset Management, LP – 2,119,132 shares
Bihua Chen – 2,119,132 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 Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
 
   
(iv)
shared power to dispose or to direct the disposition of
     
 
Cormorant Global Healthcare Master Fund, LP – 901,619 shares
Cormorant Global Healthcare GP, LLC – 901,619 shares
Cormorant Private Healthcare Fund II, LP – 1,154,425 shares
Cormorant Private Healthcare GP II, LLC – 1,154,425 shares
Cormorant Asset Management, LP – 2,119,132 shares
Bihua Chen – 2,119,132 shares

 
*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”) and Cormorant Private Healthcare Fund II, LP (“Fund II”), as reported herein, and a managed account (the “Account”).  Cormorant Global Healthcare GP, LLC and Cormorant Private Healthcare GP II, LLC serve as the general partners of the Master Fund and Fund II, respectively. Cormorant Asset Management, LP serves as the investment manager to the Master Fund, Fund II and the Account.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP II, LLC and the general partner of Cormorant Asset Management, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 

CUSIP NO.
12674W109
 
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.


Exhibits
Exhibit

99.1
Joint Filing Agreement by and among the Reporting Persons
 

CUSIP NO.
12674W109

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.
 
November 7, 2019
 


 
CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
 
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 PRIVATE HEALTHCARE FUND II, LP
 
By: Cormorant Global Healthcare GP II, LLC
 
       its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
CORMORANT PRIVATE HEALTHCARE GP II, LLC
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
CORMORANT ASSET MANAGEMENT, LP
 
By: Cormorant Asset Management GP, LLC
 
       its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
/s/ Bihua Chen
 
Bihua Chen




EX-1 2 exhibit99-1.htm JOINT FILING AGREEMENT
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of November 7, 2019, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund II, LP, Cormorant Private Healthcare GP II, LLC, Cormorant Asset Management, LP 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 Cabaletta Bio, 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, LP
 
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 PRIVATE HEALTHCARE FUND II, LP
 
By: Cormorant Global Healthcare GP II, LLC
 
       its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member

 
CORMORANT PRIVATE HEALTHCARE GP II, LLC
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
CORMORANT ASSET MANAGEMENT, LP
 
By: Cormorant Asset Management GP, LLC
 
       its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
/s/ Bihua Chen
 
Bihua Chen