0000929638-23-000558.txt : 20230214 0000929638-23-000558.hdr.sgml : 20230214 20230214150641 ACCESSION NUMBER: 0000929638-23-000558 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: BIHUA CHEN GROUP MEMBERS: CORMORANT ASSET MANAGEMENT, LP GROUP MEMBERS: CORMORANT GLOBAL HEALTHCARE GP, LLC GROUP MEMBERS: CORMORANT PRIVATE HEALTHCARE FUND III, LP GROUP MEMBERS: CORMORANT PRIVATE HEALTHCARE GP III, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Edgewise Therapeutics, Inc. CENTRAL INDEX KEY: 0001710072 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 821725586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92424 FILM NUMBER: 23627706 BUSINESS ADDRESS: STREET 1: 3415 COLORADO AVE. CITY: BOULDER STATE: CO ZIP: 80303 BUSINESS PHONE: 303-735-8373 MAIL ADDRESS: STREET 1: 3415 COLORADO AVE. CITY: BOULDER STATE: CO ZIP: 80303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cormorant Global Healthcare Master Fund, LP CENTRAL INDEX KEY: 0001618442 IRS NUMBER: 981101801 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 schedule13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  

 
SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. 2)*
  

 
Edgewise Therapeutics, Inc.
  
 
(Name of Issuer)
  

 
Common Stock
  
 
(Title of Class of Securities)
  

 
28036F105
  
 
(CUSIP Number)
  

 
December 31, 2022
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]            Rule 13d-1(b)
[x]            Rule 13d-1(c)
[ ]            Rule 13d-1(d)
___________________________________
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global Healthcare Master Fund, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Cayman Islands

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
2,094,895 shares
 
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
2,094,895 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,094,895 shares
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
3.31%
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
PN (Partnership)
  

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
2,094,895 shares
 
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
2,094,895 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,094,895 shares
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
3.31%
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
  

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare Fund III, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
851,992 shares
 
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
851,992 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
851,992 shares
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
1.35%
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
PN (Partnership)
  

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Private Healthcare GP III, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
851,992 shares
 
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
851,992 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
851,992 shares
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
1.35%
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
  

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Asset Management, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
2,946,887 shares
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
2,946,887 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,946,887 shares
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
4.66%
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)
  

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Bihua Chen
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
2,946,887 shares
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
2,946,887 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,946,887 shares
Refer to Item 4 below.
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
  
11
Percent of Class Represented by Amount in Row (9)*
 
4.66%
Refer to Item 4 below.
  
12
Type of Reporting Person (See Instructions)
 
IN (Individual)
  
Item 1.
(a)
Name of Issuer
 
Edgewise Therapeutics, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
3415 Colorado Ave., Boulder, CO 80303

Item 2.
(a)
Name of Person Filing
 
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Private Healthcare Fund III, LP
Cormorant Private Healthcare GP III, LLC
Cormorant Asset Management, LP
Bihua Chen
 
(b)
Address of Principal Business Office or, if none, Residence
 
200 Clarendon Street, 52nd Floor
Boston, MA 02116
 
(c)
Citizenship
 
 
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware
Cormorant Private Healthcare Fund III, LP - Delaware
Cormorant Private Healthcare GP III, LLC - Delaware
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
 
(d)
Title of Class of Securities
 
Common Stock
 
(e)
CUSIP Number
 
28036F105

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).


Item 4.
Ownership***
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount Beneficially Owned***
 
 
The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting Person.
 
(b)
Percent of Class
 
 
The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.


 
(c)
Number of shares as to which such person has:
 
   
(i)
sole power to vote or to direct the vote
   
(ii)
shared power to vote or to direct the vote
   
(iii)
sole power to dispose or to direct the disposition of
   
(iv)
shared power to dispose or to direct the disposition of
   
The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.
  
 
*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”) and Cormorant Private Healthcare Fund III, LP (“Fund III”), as reported herein.  Cormorant Global Healthcare GP, LLC, and Cormorant Private Healthcare GP III, LLC serve as the general partners of the Master Fund and Fund III, respectively. Cormorant Asset Management, LP serves as the investment manager to the Master Fund and Fund III.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP III, LLC and the general partner of Cormorant Asset Management, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
The percentages reported herein with respect to the Reporting Persons’ holdings are calculated based upon a statement in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on November 3, 2022, that there were 63,213,558 shares of Common Stock of the Issuer outstanding as of October 31, 2022.

Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8.
Identification and Classification of Members of the Group
Not applicable.
Item 9.
Notice of Dissolution of Group
Not applicable.
Item 10.
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits     Exhibit


99.1                  Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on May 18, 2021.

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
February 14, 2023

CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
By: Cormorant Global Healthcare GP, LLC
its General Partner

By: /s/ Bihua Chen
Bihua Chen, Managing Member

CORMORANT GLOBAL HEALTHCARE GP, LLC

By: /s/ Bihua Chen
Bihua Chen, Managing Member

CORMORANT PRIVATE HEALTHCARE FUND III, LP
By: Cormorant Global Healthcare GP III, LLC
its General Partner

By: /s/ Bihua Chen
Bihua Chen, Managing Member

CORMORANT PRIVATE HEALTHCARE GP III, LLC

By: /s/ Bihua Chen
Bihua Chen, Managing Member

CORMORANT ASSET MANAGEMENT, LP
By: Cormorant Asset Management GP, LLC
its General Partner

By: /s/ Bihua Chen
Bihua Chen, Managing Member

/s/ Bihua Chen
Bihua Chen