Page 7 of 8 SEC Filing
| 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: |
| (a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act |
| (d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | [ ] | 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); |
| (j) | [ ] | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| Item 4. | Ownership*** |
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*** | |
| Cormorant Global Healthcare Master Fund, LP – 1,450,825 shares (1,466,734 shares as of February 26, 2016) Cormorant Global Healthcare GP, LLC – 1,450,825 shares (1,466,734 shares as of February 26, 2016) Cormorant Asset Management, LLC – 1,725,460 shares (1,744,399 shares as of February 26, 2016) Bihua Chen – 1,725,460 shares (1,744,399 shares as of February 26, 2016) | ||
| (b) | Percent of Class | |
| Cormorant Global Healthcare Master Fund, LP – 7.6% (7.7% as of February 26, 2016) Cormorant Global Healthcare GP, LLC – 7.6% (7.7% as of February 26, 2016) Cormorant Asset Management, LLC – 9.0% (9.1% as of February 26, 2016) Bihua Chen – 9.0% (9.1% as of February 26, 2016) | ||
| (c) | Number of shares as to which such person has: | |
| (i) | sole power to vote or to direct the vote | |
| Cormorant Global Healthcare Master Fund, LP – 0 shares Cormorant Global Healthcare GP, LLC – 0 shares Cormorant Asset Management, LLC – 0 shares Bihua Chen – 0 shares | ||
| (ii) | shared power to vote or to direct the vote | |
| Cormorant Global Healthcare Master Fund, LP – 1,450,825 shares (1,466,734 shares as of February 26, 2016) Cormorant Global Healthcare GP, LLC – 1,450,825 shares (1,466,734 shares as of February 26, 2016) Cormorant Asset Management, LLC – 1,725,460 shares (1,744,399 shares as of February 26, 2016) Bihua Chen – 1,725,460 shares (1,744,399 shares as of February 26, 2016) | ||
| (iii) | sole power to dispose or to direct the disposition of | |
| Cormorant Global Healthcare Master Fund, LP – 1,450,825 shares (1,466,734 shares as of February 26, 2016) Cormorant Global Healthcare GP, LLC – 1,450,825 shares (1,466,734 shares as of February 26, 2016) Cormorant Asset Management, LLC – 1,725,460 shares (1,744,399 shares as of February 26, 2016) Bihua Chen – 1,725,460 shares (1,744,399 shares as of February 26, 2016) | ||
| (iv) | shared power to dispose or to direct the disposition of | |
| Cormorant Global Healthcare Master Fund, LP – 1,450,825 shares (1,466,734 shares as of February 26, 2016) Cormorant Global Healthcare GP, LLC – 1,450,825 shares (1,466,734 shares as of February 26, 2016) Cormorant Asset Management, LLC – 1,725,460 shares (1,744,399 shares as of February 26, 2016) Bihua Chen – 1,725,460 shares (1,744,399 shares as of February 26, 2016) | ||
*** Shares reported herein for Cormorant Asset Management, LLC represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Fund”), as reported herein, and shares which are beneficially owned by a managed account (the “Account”). Cormorant Global Healthcare GP, LLC serves as the general partner of the Fund, and Cormorant Asset Management, LLC serves as the investment manager to both the Fund and the Account. Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and Cormorant Asset Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
| 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.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
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.
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