SEC Form 4 · accession 0001140361-16-089670
PROTEOSTASIS THERAPEUTICS, INC. · PTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Cormorant Asset Management, LLC
10% Owner
Bihua Chen
Director · 10% Owner
Cormorant Global Healthcare GP, LLC
10% Owner
Period of report
Dec 12, 2016
Accepted (ET)
Dec 14, 2016 · 4:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001445283
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F1,F2 | Dec 12, 2016 | P | 100,000 | $10.7895 | A | 3,782,726 | I | See Footnotes |
| Common StockF4,F1,F2 | Dec 13, 2016 | P | 21,301 | $10.9833 | A | 3,804,027 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
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 $10.57 to $11.00 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, 83,150 were purchased for the Master Fund and 16,850 shares were purchased for the Account. As of December 12, 2016, the Master Fund held 3,145,714 shares, and the Account held 637,012 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 $10.95 to $11.00 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, 17,712 were purchased for the Master Fund and 3,589 shares were purchased for the Account. As of December 13, 2016, the Master Fund held 3,163,426 shares, and the Account held 640,601 shares.