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