Sec Form 13G Filing - Cormorant Global Healthcare Master Fund LP filing for Praxis Precision Medicines Inc. (PRAX) - 2023-07-03

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

 

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*  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).

 

Item 1.

 

Item 2.

 

 

 

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 Row 9 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 Row 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 8 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 by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”), as reported herein. Cormorant Global Healthcare GP, LLC serves as the general partner of the Master Fund. Cormorant Asset Management, LP serves as the investment manager to the Master Fund. Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, 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 her pecuniary interest therein.

 

The percentages reported herein with respect to the Reporting Persons’ holdings are calculated based upon (i) a statement in the Issuer’s Prospectus Supplement, as filed with the Securities and Exchange Commission on June 20, 2023, that there would be 128,538,030 shares of Common Stock of the Issuer outstanding upon the closing of its public offering (assuming the underwriters exercised in full their option to purchase additional 9,299,690 shares of Common Stock of the Issuer), and (ii) a statement in the Issuer’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 20, 2023, that the underwriters had exercised such option in full.

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 Not applicable.

 

 

 

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.

 

 

 

 

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.

 

July 3, 2023