0000929638-19-001007.txt : 20191118 0000929638-19-001007.hdr.sgml : 20191118 20191118162814 ACCESSION NUMBER: 0000929638-19-001007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191118 DATE AS OF CHANGE: 20191118 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 I, LP GROUP MEMBERS: CORMORANT PRIVATE HEALTHCARE GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001434418 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90572 FILM NUMBER: 191227883 BUSINESS ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-714-0555 MAIL ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02142 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. __)*
  

 
Constellation Pharmaceuticals, Inc.
  
 
(Name of Issuer)
  

 
Common Stock
  
 
(Title of Class of Securities)
  

 
210373106
  
 
(CUSIP Number)
  

 
November 6, 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.
210373106

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
 
766,048 shares (1,283,094 shares as of the date of filing)
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
 
8 Shared Dispositive Power
 
766,048 shares (1,283,094 shares as of the date of filing)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
766,048 shares (1,283,094 shares as of the date of filing)
 
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)*
 
2.28% (3.83% as of the date of filing)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)
 
CUSIP NO.
210373106

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
 
766,048 shares (1,283,094 shares as of the date of filing)
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
 
8 Shared Dispositive Power
 
766,048 shares (1,283,094 shares as of the date of filing)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
766,048 shares (1,283,094 shares as of the date of filing)
 
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)*
 
2.28% (3.83% as of the date of filing)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
CUSIP NO.
210373106
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Private Healthcare Fund I, 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
 
932,019 shares
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
 
8 Shared Dispositive Power
 
932,019 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
932,019 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)*
 
2.78%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)
 
CUSIP NO.
210373106
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Private 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
 
932,019 shares
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
 
8 Shared Dispositive Power
 
932,019 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
932,019 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)*
 
2.78%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
CUSIP NO.
210373106
 
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
 
1,747,776 shares (2,300,000 shares as of the date of filing)
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
 
8 Shared Dispositive Power
 
1,747,776 shares (2,300,000 shares as of the date of filing)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,747,776 shares (2,300,000 shares as of the date of filing)
 
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)*
 
5.21% (6.86% as of the date of filing)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)

CUSIP NO.
210373106
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
 
1,747,776 shares (2,300,000 shares as of the date of filing)
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
 
8 Shared Dispositive Power
 
1,747,776 shares (2,300,000 shares as of the date of filing)
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,747,776 shares (2,300,000 shares as of the date of filing)
 
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)*
 
5.21% (6.86% as of the date of filing)
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN (Individual)
 
 
CUSIP NO.
210373106

Item 1.
 
(a)
Name of Issuer
     
   
Constellation Pharmaceuticals, Inc.
 
 
(b)
Address of Issuer's Principal Executive Offices
   
 
215 First Street, Suite 200, Cambridge, MA 02142

Item 2.
 
(a)
Name of Person Filing
     
   
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Private Healthcare Fund I, LP
Cormorant Private Healthcare GP, 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 I, LP - Delaware
Cormorant Private Healthcare GP, LLC - Delaware
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
 
 
(d)
Title of Class of Securities
     
   
Common Stock
 
 
(e)
CUSIP Number
   
210373106
 
 
CUSIP NO.
210373106
 
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 – 766,048 shares (1,283,094 shares as of the date of filing)
Cormorant Global Healthcare GP, LLC – 766,048 shares (1,283,094 shares as of the date of filing)
Cormorant Private Healthcare Fund I, LP – 932,019 shares
Cormorant Private Healthcare GP, LLC – 932,019 shares
Cormorant Asset Management, LP – 1,747,776 shares (2,300,000 shares as of the date of filing)
Bihua Chen – 1,747,776 shares (2,300,000 shares as of the date of filing)
 
 
(b)
Percent of Class
   
 
Cormorant Global Healthcare Master Fund, LP – 2.28% (3.83% as of the date of filing)
Cormorant Global Healthcare GP, LLC – 2.28% (3.83% as of the date of filing)
Cormorant Private Healthcare Fund I, LP – 2.78%
Cormorant Private Healthcare GP, LLC – 2.78%
Cormorant Asset Management, LP – 5.21% (6.86% as of the date of filing)
Bihua Chen – 5.21% (6.86% as of the date of filing)
 
 
CUSIP NO.
210373106
 
 
(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 I, LP - 0 shares
Cormorant Private Healthcare GP, 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 – 766,048 shares (1,283,094 shares as of the date of filing)
Cormorant Global Healthcare GP, LLC – 766,048 shares (1,283,094 shares as of the date of filing)
Cormorant Private Healthcare Fund I, LP – 932,019 shares
Cormorant Private Healthcare GP, LLC – 932,019 shares
Cormorant Asset Management, LP – 1,747,776 shares (2,300,000 shares as of the date of filing)
Bihua Chen – 1,747,776 shares (2,300,000 shares as of the date of filing)
 
   
(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 I, LP - 0 shares
Cormorant Private Healthcare GP, 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 – 766,048 shares (1,283,094 shares as of the date of filing)
Cormorant Global Healthcare GP, LLC – 766,048 shares (1,283,094 shares as of the date of filing)
Cormorant Private Healthcare Fund I, LP – 932,019 shares
Cormorant Private Healthcare GP, LLC – 932,019 shares
Cormorant Asset Management, LP – 1,747,776 shares (2,300,000 shares as of the date of filing)
Bihua Chen – 1,747,776 shares (2,300,000 shares as of the date of filing)
 

*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and Cormorant Private Healthcare Fund I, LP ("Fund I"), as reported herein, and a managed account (the "Account").  Cormorant Global Healthcare GP, LLC and Cormorant Private Healthcare GP, LLC serve as the general partners of the Master Fund and Fund I, respectively. Cormorant Asset Management, LP serves as the investment manager to the Master Fund, Fund I and the Account.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP, LLC and the general partner of Cormorant Asset Management, LP.  Each of the Reporting Persons

CUSIP NO.
210373106

disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

The percentages reported herein are calculated based upon there being 33,535,749 shares of Common Stock issued and outstanding as of October 31, 2019, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2019 filed with the Securities and Exchange Commission on November 6, 2019.

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
   
1 Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on July 30, 2018.
 
CUSIP NO.
210373106
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 18, 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 I, LP
By: Cormorant Global Healthcare GP, LLC
       its General Partner
 
By: /s/ Bihua Chen
Bihua Chen, Managing Member
 
CORMORANT PRIVATE HEALTHCARE GP, 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