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