Initial Statement of Beneficial Ownership (3)
April 24 2023 - 5:22PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Cormorant Asset Management, LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/20/2023
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3. Issuer Name and Ticker or Trading Symbol
Immuneering Corp [IMRX]
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(Last)
(First)
(Middle)
200 CLARENDON STREET, 52ND FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 4204364 | I | See Footnotes (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and Cormorant Private Healthcare Fund III, LP ("Fund III"). Cormorant Global Healthcare GP, LLC ("GP LLC") and Cormorant Private Healthcare GP III, LLC ("GP III") serve as General Partner of the Master Fund and Fund III, respectively. Bihua Chen serves as manager of Cormorant, GP LLC and GP III. Each 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 3 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. |
(2) | Represents (i) 1,996,779 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cormorant Asset Management, LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116 |
| X |
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Cormorant Global Healthcare Master Fund, LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116 |
| X |
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Cormorant Private Healthcare Fund III LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116 |
| X |
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Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA 02116 |
| X |
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Signatures
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/s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC its General Partner | | 4/24/2023 |
**Signature of Reporting Person | Date |
/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC its General Partner | | 4/24/2023 |
**Signature of Reporting Person | Date |
/s/ CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC its General Partner By: Bihua Chen, its Manager Member | | 4/24/2023 |
**Signature of Reporting Person | Date |
/s/ BIHUA CHEN | | 4/24/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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