SEC Form 4 · accession 0001140361-16-086577

PROTEOSTASIS THERAPEUTICS, INC. · PTI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and by a managed account (the "Account"). Cormorant Asset Management, LLC ("Cormorant") serves as the investment manager of the Master Fund and the Account. Cormorant Global Healthcare GP, LLC ("GP LLC") serves as General Partner of the Master Fund. Bihua Chen serves as manager of Cormorant and GP LLC. GP LLC may be deemed to beneficially own the shares held by the Master Fund, and Cormorant and Ms. Chen may be deemed to beneficially own the shares held by the Master Fund and the Account.
• F2Each 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 4 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.
• F3Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $9.57 to $9.75 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. Of these shares, 10,061 were purchased for the Master Fund and 2,039 shares were purchased for the Account. As of November 9, 2016, the Master Fund held 2,310,774 shares, and the Account held 459,908 shares.
• F4Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $10.59 to $11.50 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. Of these shares, 180,187 were purchased for the Master Fund and 36,513 shares were purchased for the Account. As of November 10, 2016, the Master Fund held 2,490,961 shares, and the Account held 496,421 shares.
• F5Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $11.39 to $11.50 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. Of these shares, 17,627 were purchased for the Master Fund and 3,573 shares were purchased for the Account. As of November 11, 2016, the Master Fund held 2,508,588 shares, and the Account held 499,994 shares.
• F6Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $11.44 to $11.50 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. Of these shares, 7,899 were purchased for the Master Fund and 1,601 shares were purchased for the Account. As of November 14, 2016, the Master Fund held 2,516,487 shares, and the Account held 501,595 shares.