3: Initial statement of beneficial ownership of securities
Published on September 5, 2014
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants | 08/20/2014 | 08/20/2019 | Common Stock | 530,000 | $ 0.01 | I | See Footnote (1) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cormorant Asset Management, LLC 100 HIGH STREET, SUITE 1105 BOSTON, MA 02110 |
X | |||
| Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LLC 100 HIGH STREET, SUITE 1105 BOSTON, MA 02110 |
X | X | ||
| Cormorant Global Healthcare GP, LLC 100 HIGH STREET, SUITE 1105 BOSTON, MA 02110 |
X | |||
| Cormorant Global Healthcare Master Fund, LP 100 HIGH STREET SUITE 1105 BOSTON, DC 02110 |
X | |||
Signatures
| /s/ Bihua Chen, Managing Member of Cormorant Global Healthcare GP, LLC, General Partner of CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP | 09/05/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Bihua Chen, Managing Member of CORMORANT GLOBAL HEALTHCARE GP, LLC | 09/05/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Bihua Chen, Managing Member of CORMORANT ASSET MANAGEMENT, LLC | 09/05/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Bihua Chen | 09/05/2014 | |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The securities reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Fund"). Mr. Laughlin serves as manager of North Tide. Cormorant Global Healthcare GP, LLC (the "GP") serves as the general partner of the Fund, and Cormorant Asset Management, LLC (the "Manager") serves as the investment manager of the Fund. Bihua Chen serves as the managing member of the GP and the Manager. 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. |