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