0001567619-21-006126.txt : 20210311 0001567619-21-006126.hdr.sgml : 20210311 20210311171723 ACCESSION NUMBER: 0001567619-21-006126 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210311 FILED AS OF DATE: 20210311 DATE AS OF CHANGE: 20210311 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: 001-40187 FILM NUMBER: 21734258 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40187 FILM NUMBER: 21734257 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 Private Healthcare Fund III LP CENTRAL INDEX KEY: 0001817320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40187 FILM NUMBER: 21734255 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: 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: 001-40187 FILM NUMBER: 21734256 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Prometheus Biosciences, Inc. CENTRAL INDEX KEY: 0001718852 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 814282653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9410 CARROLL PARK DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 200-7888 MAIL ADDRESS: STREET 1: 9410 CARROLL PARK DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: Precision IBD, Inc. DATE OF NAME CHANGE: 20171004 3 1 doc1.xml FORM 3 X0206 3 2021-03-11 0 0001718852 Prometheus Biosciences, Inc. RXDX 0001583977 Cormorant Asset Management, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001599214 Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LLC 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 1 0 1 0 0001618442 Cormorant Global Healthcare Master Fund, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001817320 Cormorant Private Healthcare Fund III LP 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 0 0 1 0 Series D-1 Convertible Preferred Stock Common Stock 7633277 I See Footnotes Series D-2 Convertible Preferred Stock Common Stock 10846968 I See Footnotes Series D-1 and Series D-2 Convertible Preferred Stock are convertible at any time at the holder's election, without payment of additional consideration. Such shares have no expiration date but are expected to convert into Common Stock automatically upon the closing of the Issuer's initial public offering. Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III") and a managed account (the "Account"). 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 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. Shares of Series D-1 Convertible Preferred Stock reported herein represent, on an as-converted basis, (i) 1,422,079 shares held by the Master Fund, (ii) 6,109,675 shares held by Fund III, and (iii) 101,523 shares held by the Account. Shares of Series D-2 Convertible Preferred Stock reported herein represent, on an as-converted basis, (i) 2,020,790 shares held by the Master Fund, (ii) 8,681,913 shares held by Fund III, and (iii) 144,265 shares held by the Account. /s/ CORMORANT ASSET MANAGEMENT, LP By : Cormorant Asset Management GP, LLC, its General Partner, By: Bihua Chen, Managing Member 2021-03-11 /s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member 2021-03-11 /s/ CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC, its General Partner By: Bihua Chen, Managing Member 2021-03-11 /s/ Bihua Chen 2021-03-11