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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. 1)*
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Gemphire Therapeutics Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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36870A108
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(CUSIP Number)
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December 31, 2017
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
___________________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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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
698,151 shares (1)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
698,151 shares (1)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
698,151 shares (1)
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)*
6.55% (1)
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) Assumes the exercise of currently exercisable warrants. See Item 4 below.
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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
698,151 shares (1)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
698,151 shares (1)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
698,151 shares (1)
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)*
6.55% (1)
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) Assumes the exercise of currently exercisable warrants. See Item 4 below.
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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, 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
839,599 shares (1)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
839,599 shares (1)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
839,599 shares (1)
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)*
7.87% (1)
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) Assumes the exercise of currently exercisable warrants. See Item 4 below.
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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
839,599 shares (1)
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
839,599 shares (1)
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
839,599 shares (1)
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)*
7.87% (1)
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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(1) Assumes the exercise of currently exercisable warrants. See Item 4 below.
Item 1.
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(a)
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Name of Issuer
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Gemphire Therapeutics Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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1799 N. Laurel Park Drive, Suite 401
Livonia, MI 48152
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Item 2.
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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 Asset Management, LLC 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 Asset Management, LLC - 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
36870A108
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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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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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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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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*** |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned***
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Cormorant Global Healthcare Master Fund, LP – 698,151 shares
Cormorant Global Healthcare GP, LLC - 698,151 shares
Cormorant Asset Management, LLC - 839,599 shares Bihua Chen - 839,599 shares |
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(b)
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Percent of Class
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Cormorant Global Healthcare Master Fund, LP – 6.55%
Cormorant Global Healthcare GP, LLC – 6.55% Cormorant Asset Management, LLC – 7.87% Bihua Chen – 7.87% |
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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 Asset Management, LLC - 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 – 698,151 shares
Cormorant Global Healthcare GP, LLC - 698,151 shares Cormorant Asset Management, LLC - 839,599 shares Bihua Chen - 839,599 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 Asset Management, LLC - 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 – 698,151 shares
Cormorant Global Healthcare GP, LLC - 698,151 shares Cormorant Asset Management, LLC - 839,599 shares Bihua Chen - 839,599 shares |
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*** 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. Shares of Common Stock reported herein as of December 31, 2017, include (i) for the Fund, 665,213 shares of Common Stock and warrants for an additional 32,938 shares of Common Stock, and (ii) for the Account, 134,787 shares of Common Stock and warrants for an additional 6,661 shares of Common Stock. Subject to an agreement (the "Blocker Agreement") which provides that warrants may not be exercised if, as a result, the Reporting Person, together with its affiliates and any other person or entity acting as a group, would beneficially own in excess of 9.99% of the Common Stock. Percentage calculations herein are based upon the statement in the Issuer's Quarterly Report for the quarter ended September 30, 2017, as filed with the Securities and Exchange Commission on November 13, 2017, that there were 10,633,042 shares of Common Stock outstanding as of November 7, 2017.
| 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
February 14, 2018
CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
By: Cormorant Global Healthcare GP, LLC
its General Partner
By: /s/ Bihua Chen
Bihua Chen, Managing Member
CORMORANT GLOBAL HEALTHCARE GP, LLC
By: /s/ Bihua Chen
Bihua Chen, Managing Member
By: /s/ Bihua Chen
Bihua Chen, Managing Member
/s/ Bihua Chen
Bihua Chen