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. 2)*
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Apellis Pharmaceuticals, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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037530106
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(CUSIP Number)
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December 31, 2018
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(Date of Event which Requires Filing of this Statement)
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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
2,487,292 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
2,487,292 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,487,292 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)*
4.42%
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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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
2,487,292 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
2,487,292 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,487,292 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)*
4.42%
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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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare Fund I, 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
1,819,592 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,819,592 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,819,592 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)*
3.24%
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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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private 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
|
|
6 Shared Voting Power
1,819,592 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive
Power
1,819,592 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,819,592 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)*
3.24%
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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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
4,502,498 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
4,502,498 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,502,498 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)*
8.01%
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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1
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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
4,502,498 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
4,502,498 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,502,498 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)*
8.01%
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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(a)
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Name of Issuer
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Apellis Pharmaceuticals, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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6400 Westwind Way, Suite A
Crestwood, KY 40014
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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 I, LP Cormorant Private Healthcare GP, 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 I, LP - Delaware
Cormorant Private Healthcare GP, 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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037530106
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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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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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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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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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(a)
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Amount Beneficially Owned***
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Cormorant Global Healthcare Master Fund, LP – 2,487,292 shares
Cormorant Global Healthcare GP, LLC – 2,487,292 shares Cormorant Private Healthcare Fund I, LP – 1,819,592 shares
Cormorant Private Healthcare GP, LLC – 1,819,592 shares Cormorant Asset Management, LP – 4,502,498 shares Bihua Chen – 4,502,498 shares
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(b)
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Percent of Class
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Cormorant Global Healthcare Master Fund, LP – 4.42%
Cormorant Global Healthcare GP, LLC – 4.42% Cormorant Private Healthcare Fund I, LP – 3.24%
Cormorant Private Healthcare GP, LLC – 3.24% Cormorant Asset Management, LP – 8.01% Bihua Chen – 8.01% |
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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 I, LP – 0 shares
Cormorant Private Healthcare GP, 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 – 2,487,292 shares
Cormorant Global Healthcare GP, LLC – 2,487,292 shares Cormorant Private Healthcare Fund I, LP – 1,819,592 shares
Cormorant Private Healthcare GP, LLC – 1,819,592 shares Cormorant Asset Management, LP – 4,502,498 shares Bihua Chen – 4,502,498 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 I, LP – 0 shares
Cormorant Private Healthcare GP, 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 – 2,487,292 shares
Cormorant Global Healthcare GP, LLC – 2,487,292 shares Cormorant Private Healthcare Fund I, LP – 1,819,592 shares
Cormorant Private Healthcare GP, LLC – 1,819,592 shares Cormorant Asset Management, LP – 4,502,498 shares Bihua Chen – 4,502,498 shares
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Item 8. |
Identification and Classification of Members of the Group
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Item 9. |
Notice of Dissolution of Group
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Item 10. |
Certification
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Exhibits
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Exhibit
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99.1 | Joint Filing Agreement by and among the Reporting Persons. |
CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
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By: Cormorant Global Healthcare GP, LLC
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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 I, LP
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By: Cormorant Global Healthcare GP, LLC
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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, 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
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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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CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
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By: Cormorant Global Healthcare GP, LLC
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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 I, LP
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By: Cormorant Global Healthcare GP, LLC
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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, 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
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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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