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"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. __)*
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Rain Therapeutics Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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75082Q105
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(CUSIP Number)
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April 27, 2021
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(Date of Event which Requires Filing of this Statement)
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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).
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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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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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5 Sole Voting Power
0 shares
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6 Shared Voting Power
676,402 shares (#)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
676,402 shares (#)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
676,402 shares (#)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
3.69% (#)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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(#) Includes 103,192 shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock held by the Reporting Persons, but does not include additional shares of Non-Voting Stock because of a limitation
on the extent to which such shares can be converted into shares of Common Stock. See Item 4 below.
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
676,402 shares (#)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
676,402 shares (#)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
676,402 shares (#)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
3.69% (#)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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(#) Includes 103,192 shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock held by the Reporting Persons, but does not include additional shares of Non-Voting Stock because of a limitation
on the extent to which such shares can be converted into shares of Common Stock. See Item 4 below.
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
612,369 shares (#)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
612,369 shares (#)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
612,369 shares (#)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
3.34% (#)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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(#) Includes 103,192 shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock held by the Reporting Persons, but does not include additional shares of Non-Voting Stock because of a limitation
on the extent to which such shares can be converted into shares of Common Stock. See Item 4 below.
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global 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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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
612,369 shares (#)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
612,369 shares (#)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
612,369 shares (#)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
3.34% (#)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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(#) Includes 103,192 shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock held by the Reporting Persons, but does not include additional shares of Non-Voting Stock because of a limitation
on the extent to which such shares can be converted into shares of Common Stock. See Item 4 below.
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare Fund III, 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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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
739,696 shares (#)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
739,696 shares (#)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
739,696 shares (#)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
4.03% (#)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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(#) Includes 103,192 shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock held by the Reporting Persons, but does not include additional shares of Non-Voting Stock because of a limitation
on the extent to which such shares can be converted into shares of Common Stock. See Item 4 below.
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare GP III, 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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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
739,696 shares (#)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
739,696 shares (#)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
739,696 shares (#)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
4.03% (#)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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(#) Includes 103,192 shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock held by the Reporting Persons, but does not include additional shares of Non-Voting Stock because of a limitation
on the extent to which such shares can be converted into shares of Common Stock. See Item 4 below.
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,832,653 shares (#)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,832,653 shares (#)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,832,653 shares (#)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
9.99% (#)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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(#) Includes 103,192 shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock held by the Reporting Persons, but does not include additional shares of Non-Voting Stock because of a limitation
on the extent to which such shares can be converted into shares of Common Stock. See Item 4 below.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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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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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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,832,653 shares (#)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,832,653 shares (#)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,832,653 shares (#)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
9.99% (#)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN (Individual)
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(#) Includes 103,192 shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock held by the Reporting Persons, but does not include additional shares of Non-Voting Stock because of a limitation
on the extent to which such shares can be converted into shares of Common Stock. See Item 4 below.
Item 1.
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(a)
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Name of Issuer
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Rain Therapeutics Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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8000 Jarvis Avenue, Suite 204, Newark, CA 94560
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Item 2.
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(a)
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Name of Person Filing
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Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC Cormorant Private Healthcare Fund II, LP
Cormorant Private Healthcare GP II, LLC
Cormorant Private Healthcare Fund III, LP
Cormorant Private Healthcare GP III, LLC
Cormorant Asset Management, LP
Bihua Chen |
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(b)
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Address of Principal Business Office or, if none, Residence
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200 Clarendon Street, 52nd Floor
Boston, MA 02116
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(c)
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Citizenship
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Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware Cormorant Private Healthcare Fund II, LP - Delaware
Cormorant Private Healthcare GP II, 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 |
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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75082Q105
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| 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:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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| Item 4. |
Ownership***
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned***
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Cormorant Global Healthcare Master Fund, LP – 676,402 shares (#)
Cormorant Global Healthcare GP, LLC – 676,402 shares (#) Cormorant Private Healthcare Fund II, LP – 612,369 shares (#)
Cormorant Private Healthcare GP II, LLC – 612,369 shares (#)
Cormorant Private Healthcare Fund III, LP – 739,696 shares (#)
Cormorant Private Healthcare GP III, LLC – 739,696 shares (#)
Cormorant Asset Management, LP – 1,832,653 shares (#)
Bihua Chen – 1,832,653 shares (#)
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(b)
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Percent of Class
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Cormorant Global Healthcare Master Fund, LP – 3.69% (#)
Cormorant Global Healthcare GP, LLC – 3.69% (#) Cormorant Private Healthcare Fund II, LP – 3.34% shares (#)
Cormorant Private Healthcare GP II, LLC – 3.34% shares (#)
Cormorant Private Healthcare Fund III, LP – 4.03% (#)
Cormorant Private Healthcare GP III, LLC – 4.03% (#)
Cormorant Asset Management, LP – 9.99% (#)
Bihua Chen – 9.99% (#) |
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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Cormorant Global Healthcare Master Fund, LP – 0 shares Cormorant Global Healthcare GP, LLC – 0 shares Cormorant Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Private Healthcare Fund III, LP – 0 shares
Cormorant Private Healthcare GP III, LLC – 0 shares
Cormorant Asset Management, LP – 0 shares
Bihua Chen – 0 shares
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(ii)
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shared power to vote or to direct the vote
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Cormorant Global Healthcare Master Fund, LP – 676,402 shares (#)
Cormorant Global Healthcare GP, LLC – 676,402 shares (#) Cormorant Private Healthcare Fund II, LP – 612,369 shares (#)
Cormorant Private Healthcare GP II, LLC – 612,369 shares (#)
Cormorant Private Healthcare Fund III, LP – 739,696 shares (#)
Cormorant Private Healthcare GP III, LLC – 739,696 shares (#)
Cormorant Asset Management, LP – 1,832,653 shares (#)
Bihua Chen – 1,832,653 shares (#)
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(iii)
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sole power to dispose or to direct the disposition of
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Cormorant Global Healthcare Master Fund, LP – 0 shares Cormorant Global Healthcare GP, LLC – 0 shares Cormorant Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Private Healthcare Fund III, LP – 0 shares
Cormorant Private Healthcare GP III, LLC – 0 shares
Cormorant Asset Management, LP – 0 shares
Bihua Chen – 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Cormorant Global Healthcare Master Fund, LP – 676,402 shares (#)
Cormorant Global Healthcare GP, LLC – 676,402 shares (#) Cormorant Private Healthcare Fund II, LP – 612,369 shares (#)
Cormorant Private Healthcare GP II, LLC – 612,369 shares (#)
Cormorant Private Healthcare Fund III, LP – 739,696 shares (#)
Cormorant Private Healthcare GP III, LLC – 739,696 shares (#)
Cormorant Asset Management, LP – 1,832,653 shares (#)
Bihua Chen – 1,832,653 shares (#)
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*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially by Cormorant Global Healthcare
Master Fund, LP (the “Master Fund”), Cormorant Private Healthcare Fund II, LP (“Fund II”) and Cormorant Private Healthcare Fund III, LP (“Fund III”), as reported herein, and a managed account (the “Account”). Cormorant Global Healthcare GP, LLC,
Cormorant Private Healthcare GP II, 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, Fund
II, Fund III and the Account. Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP II, 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 Reporting Persons’ holdings reported herein include shares issuable upon the conversion of shares of Non-Voting Common Stock
(“Non-Voting Stock”) of the Issuer Under its terms, the Non-Voting Stock may be converted to Common Stock only to the extent that such conversion would not cause the holder thereof, together with its affiliates and any other person or entity acting as
a group, to beneficially own in excess of 9.99% (subject to adjustment in accordance with the terms of the Non-Voting Stock) of the shares of Common Stock then outstanding. If not for such limitation on conversion, the Reporting Persons would
beneficially own in excess of 9.99% of the Issuer’s outstanding shares of Common Stock. The Master Fund, Fund II and Fund III may receive up to 109,620, 416,600 and 520,776 additional shares of Commons Stock, respectively, upon the conversion of
Non-Voting Stock, subject to the limitation on conversion.
The percentages reported herein with respect to the Reporting Persons’ holdings are calculated based upon a statement in the
Issuer’s Prospectus dated April 22, 2021, as filed with the Securities and Exchange Commission on April 23, 2021, that there would be 18,241,690 shares of Common Stock of the Issuer outstanding immediately after public offering to which the Prospectus
related, without taking into account any additional shares of Common Stock that might be issued to the underwriters of the offering upon the exercise of their overallotment option.
| 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 [ ].
| 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
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not applicable.
| Item 9. |
Notice of Dissolution of Group
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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.
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.
May 7, 2021
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 II, LP
By: Cormorant Global Healthcare GP II, LLC
its General Partner
By: /s/ Bihua Chen
Bihua Chen, Managing Member
CORMORANT PRIVATE HEALTHCARE GP II, 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