0000929638-23-002829.txt : 20231025 0000929638-23-002829.hdr.sgml : 20231025 20231025161518 ACCESSION NUMBER: 0000929638-23-002829 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231023 FILED AS OF DATE: 20231025 DATE AS OF CHANGE: 20231025 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56600 FILM NUMBER: 231346169 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 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56600 FILM NUMBER: 231346168 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 Global Healthcare Master Fund, LP CENTRAL INDEX KEY: 0001618442 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56600 FILM NUMBER: 231346167 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 III LP CENTRAL INDEX KEY: 0001817320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56600 FILM NUMBER: 231346166 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ambrx Biopharma, Inc. CENTRAL INDEX KEY: 0001990550 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10975 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 875-2400 MAIL ADDRESS: STREET 1: 10975 NORTH TORREY PINES ROAD CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: New Ambrx Biopharma Inc. DATE OF NAME CHANGE: 20230818 4 1 form4.xml X0508 4 2023-10-23 0001990550 Ambrx Biopharma, Inc. AMAM 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 Common Stock 2023-10-23 4 P 0 1307311 6.9911 A 11231000 I See Footnotes Represents the weighted average sale price of shares of common stock purchased in a series of open market transactions on the transaction date at prices ranging from $6.57 to $7.10 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund (as defined below). The number of shares of common stock of the issuer reported herein give effect to the automatic conversion of each ordinary share of Ambrx Biopharma Cayman, Inc. (formerly Ambrx Biopharma Inc., the "Predecessor Issuer") into one-seventh of one share of common stock of the Issuer in connection with the merger of the Predecessor Issuer into a wholly-owned subsidiary of the issuer on October 11, 2023, as reported in the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 12, 2023. Information reported herein relates to shares of common stock owned by Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and Cormorant Private Healthcare Fund III, LP ("Fund III"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund and 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) 8,725,040 shares of common stock beneficially owned by the Master Fund and (ii) 2,505,960 shares of common stock beneficially owned by Fund III. /s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC, its General Partner, By: Bihua Chen, Managing Member 2023-10-25 /s/ Bihua Chen 2023-10-25 /s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member 2023-10-25 /s/ CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC, its General Partner By: Bihua Chen, Managing Member 2023-10-25