Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Erasca, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
29479A108
(CUSIP Number)
(CUSIP Number)
Neb Obradovic
Cormorant Asset Management, L.P.
200 Clarendon Street, 52nd Floor
Boston, MA 02116
Boston, MA 02116
Tel. No.: 857-702-0386
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
December 13, 2022
(Date of Event which Requires Filing of this Statement)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP NO.
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29479A108
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1
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Names of Reporting Persons.
Cormorant Global Healthcare Master Fund, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
WC
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0 shares
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8 Shared Voting Power
2,986,402 shares (see Item 5 below)
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9 Sole Dispositive Power
0 shares
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10 Shared Dispositive Power
2,986,402 shares (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,986,402 shares (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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13
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Percent of Class Represented by Amount in Row (9)*
1.99% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
PN (Partnership)
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CUSIP NO.
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29479A108
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1
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Names of Reporting Persons.
Cormorant Global Healthcare GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0 shares
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8 Shared Voting Power
2,986,402 shares (see Item 5 below)
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9 Sole Dispositive Power
0 shares
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10 Shared Dispositive Power
2,986,402 shares (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,986,402 shares (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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13
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Percent of Class Represented by Amount in Row (9)*
1.99% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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CUSIP NO.
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29479A108
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1
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Names of Reporting Persons.
Cormorant Private Healthcare Fund II, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
WC
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0 shares
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8 Shared Voting Power
7,716,444 shares (see Item 5 below)
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9 Sole Dispositive Power
0 shares
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10 Shared Dispositive Power
7,716,444 shares (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,716,444 shares (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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13
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Percent of Class Represented by Amount in Row (9)*
5.14% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
PN (Partnership)
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CUSIP NO.
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29479A108
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1
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Names of Reporting Persons.
Cormorant Private Healthcare GP II, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0 shares
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8 Shared Voting Power
7,716,444 shares (see Item 5 below)
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9 Sole Dispositive Power
0 shares
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10 Shared Dispositive Power
7,716,444 shares (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,716,444 shares (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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13
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Percent of Class Represented by Amount in Row (9)*
5.14% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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CUSIP NO.
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29479A108
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1
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Names of Reporting Persons.
Cormorant Asset Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
0 shares
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8 Shared Voting Power
10,813,246 shares (see Item 5 below)
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9 Sole Dispositive Power
0 shares
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10 Shared Dispositive Power
10,813,246 shares (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,813,246 shares (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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13
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Percent of Class Represented by Amount in Row (9)*
7.21% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
PN (Partnership)
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CUSIP NO.
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29479A108
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1
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Names of Reporting Persons.
Bihua Chen
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
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6
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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7 Sole Voting Power
79,861 shares (see Item 5 below)
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8 Shared Voting Power
10,813,246 shares (see Item 5 below)
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9 Sole Dispositive Power
79,861 shares (see Item 5 below)
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10 Shared Dispositive Power
10,813,246 shares (see Item 5 below)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,893,107 shares (see Item 5 below)
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12
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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13
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Percent of Class Represented by Amount in Row (9)*
7.26% (see Item 5 below)
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14
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Type of Reporting Person (See Instructions)
IN (Individual)
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AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (this “Amendment”) relates to Common Stock of Erasca, Inc., a Delaware corporation (the “Issuer” or the “Company”). The address of the principal executive offices of the Issuer is
3115 Merryfield Row, Suite 300, San Diego, California 92121. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D that was filed on July 30, 2021, as amended on August 10, 2021 (as amended, the “Schedule 13D”).
Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as in the Schedule 13D.
This amendment is being filed to amend and supplement Item 5 of the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented as follows:
(a) and (b) See Items 7-13 on the cover pages.
(c) The Reporting Persons did not effect any transactions in the Company's Common Stock during the 60 day period prior to the filing of this Schedule 13D, other than a purchase of 307,692 shares of Common
Stock at a price of $6.50 per share in connection with an underwritten public offering by the Company, which closed on December 13, 2022.
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon (i) a statement in the Company's Quarterly Report on form 10-Q for the
quarter ended September 30, 2022, as filed with the Securities and Exchange Commission (the "SEC") on November 9, 2022, that there were 122,361,616 shares of Common Stock outstanding as of November 2, 2022; (ii) a statement in the Company's Current
Report on form 8-K, as filed with the SEC on December 9, 2022, that the Company issued 12,307,692 shares of Common Stock to Novartis Pharma AG on that date; (iii) a statement in a prospectus supplement, dated December 9, 2022, as filed with the SEC
on that date, that the Company was offering 15,384,616 shares of Common Stock in a public offering; and (iv) confirmation provided by the Company to the Reporting Persons that such offering closed on December 13, 2022.
Shares for which sole voting and dispositive power are reported for Ms. Chen represent shares currently issuable to Ms. Chen or issuable within 60 days of the filing of this Schedule
13D pursuant to stock options granted to her for service as a director of the Company.
(d) Not applicable.
(e) Not applicable.
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.
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CORMORANT GLOBAL HEALTHCARE
MASTER FUND, LP
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By: Cormorant Global Healthcare GP, LLC
its General Partner |
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT GLOBAL HEALTHCARE GP,
LLC
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT PRIVATE HEALTHCARE
FUND II, LP
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By: Cormorant Private Healthcare GP II, LLC
its General Partner |
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT PRIVATE HEALTHCARE GP
II, LLC
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT ASSET MANAGEMENT, LP
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By: Cormorant Asset Management GP, LLC
its General Partner |
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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/s/ Bihua Chen
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Bihua Chen
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