0001567619-21-008744.txt : 20210429
0001567619-21-008744.hdr.sgml : 20210429
20210429160203
ACCESSION NUMBER: 0001567619-21-008744
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210427
FILED AS OF DATE: 20210429
DATE AS OF CHANGE: 20210429
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: 001-40356
FILM NUMBER: 21870345
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: 001-40356
FILM NUMBER: 21870344
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 21870342
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 21870343
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 II, LP
CENTRAL INDEX KEY: 0001747677
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40356
FILM NUMBER: 21870341
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: Rain Therapeutics Inc.
CENTRAL INDEX KEY: 0001724979
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 821130967
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8000 JARVIS AVENUE
STREET 2: SUITE 204
CITY: NEWARK
STATE: CA
ZIP: 94560
BUSINESS PHONE: (510) 953-5559
MAIL ADDRESS:
STREET 1: 8000 JARVIS AVENUE
STREET 2: SUITE 204
CITY: NEWARK
STATE: CA
ZIP: 94560
4
1
doc1.xml
FORM 4
X0306
4
2021-04-27
1
0001724979
Rain Therapeutics Inc.
RAIN
0001583977
Cormorant Asset Management, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
0
1
Former 10% Owner
0001599214
Chen Bihua
C/O CORMORANT ASSET MANAGEMENT, LLC
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
1
0
0
0
Former 10% Owner
0001618442
Cormorant Global Healthcare Master Fund, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
0
1
Former 10% Owner
0001817320
Cormorant Private Healthcare Fund III LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
0
1
Former 10% Owner
0001747677
Cormorant Private Healthcare Fund II, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON
MA
02116
0
0
0
1
Former 10% Owner
Common Stock
2021-04-27
4
C
0
2326657
A
2326657
I
See Footnotes
Common Stock
2021-04-27
4
P
0
450000
17
A
2776657
I
See Footnotes
Series B Convertible Preferred Stock
2021-04-27
4
C
0
2512561
D
Common Stock
2326657
0
I
See Footnotes
Shares of Series B Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering.
Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund II, LP ("Fund II"), Cormorant Private Healthcare Fund III, LP (the "Fund III"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund II, Fund III, 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 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) 133,980 shares of voting common stock and 109,620 shares of non-voting common stock held by the Master Fund, (ii) 509,177 shares of voting common stock and 416,600 shares of non-voting common stock held by Fund II, and (iii) 636,504 shares of voting common stock and 520,776 shares of non-voting common stock held by the Fund III.
Shares reported herein as purchased on April 27, 2021 represent (i) 439,425 shares purchased by the Master Fund, and (ii) 10,575 shares purchased by the Account.
The Series B Convertible Preferred Stock represented, on an as-converted basis, (i) 133,980 shares of voting common stock and 109,620 shares of non-voting common stock held by the Master Fund, (ii) 509,177 shares of voting common stock and 416,600 shares of non-voting common stock held by Fund II, and (iii) 636,504 shares of voting common stock and 520,776 shares of non-voting common stock held by the Fund III
/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner, By: Bihua Chen, Managing Member
2021-04-29
/s/ CORMORANT ASSET MANAGEMENT, LP, By: Cormorant Asset Management GP, LLC, its General Partner By: Bihua Chen, Managing Member
2021-04-29
/s/ Bihua Chen
2021-04-29
/s/ CORMORANT PRIVATE HEALTHCARE FUND II, LP By: Cormorant Private Healthcare GP II, LLC, its General Partner By: Bihua Chen, Managing Member
2021-04-29