0001140361-18-032813.txt : 20180718
0001140361-18-032813.hdr.sgml : 20180718
20180718173013
ACCESSION NUMBER: 0001140361-18-032813
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180718
FILED AS OF DATE: 20180718
DATE AS OF CHANGE: 20180718
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cormorant Asset Management, LP
CENTRAL INDEX KEY: 0001583977
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38584
FILM NUMBER: 18959074
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: Cormorant Global Healthcare Master Fund, LP
CENTRAL INDEX KEY: 0001618442
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38584
FILM NUMBER: 18959075
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CORMORANT PRIVATE HEALTHCARE FUND I, LP
CENTRAL INDEX KEY: 0001663781
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38584
FILM NUMBER: 18959076
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: Chen Bihua
CENTRAL INDEX KEY: 0001599214
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38584
FILM NUMBER: 18959077
MAIL ADDRESS:
STREET 1: C/O CORMORANT ASSET MANAGEMENT, LP
STREET 2: 200 CLARENDON STREET, 52ND FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
ISSUER:
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
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
3
1
doc1.xml
FORM 3
X0206
3
2018-07-18
0
0001434418
CONSTELLATION PHARMACEUTICALS INC
CNST
0001583977
Cormorant Asset Management, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
1
0
0001618442
Cormorant Global Healthcare Master Fund, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
1
0
0001663781
CORMORANT PRIVATE HEALTHCARE FUND I, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
1
0
0001599214
Chen Bihua
C/O CORMORANT ASSET MANAGEMENT, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
1
0
1
0
Series F Convertible Preferred Stock
Common Stock
14000000
D
The convertible preferred stock is convertible at any time at the holder's election, without payment of additional consideration, and has no expiration date but is expected to convert automatically upon the closing of the Issuer's initial public offering.
Series F Convertible Preferred Stock reported herein represent, on an as-converted basis, (i) 10,260,600 shares held by Cormorant Private Healthcare Fund I, LP ("Fund I"), (ii) 3,242,400 shares held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and (iii) 497,000 shares held by a managed account (the "Account").
Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Fund I, the Master Fund and the Account. Bihua Chen serves as manager of the general partner of Cormorant. 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 3 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.
/s/ CORMORANT ASSET MANAGEMENT, LP, By: Comorant Asset Management GP, LLC, its General Partner, By: Bihua Chen, Managing Member
2018-07-18
/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member
2018-07-18
/s/ CORMORANT PRIVATE HEALTHCARE FUND I, LP By: Cormorant Private Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member
2018-07-18
/s/ Bihua Chen
2018-07-18