SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Helix Acquisition Corp. II [ HLXB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 02/13/2024 | A | 509,000 | A | $10 | 509,000 | I(1) | See Footnote | ||
| Class A Ordinary Shares | 02/13/2024 | P | 69,360 | A | $10 | 69,360 | I(2) | See Footnote | ||
| Class A Ordinary Shares | 02/13/2024 | P | 1,427,040 | A | $10 | 1,427,040 | I(3) | See Footnote | ||
| Class A Ordinary Shares | 02/13/2024 | P | 903,600 | A | $10 | 903,600 | I(4) | See Footnote | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Helix Holdings II LLC is the record holder of such securities. Cormorant Private Healthcare Fund III, LP, a Delaware limited partnership, Cormorant Private Healthcare Fund V, LP, a Delaware limited partnership, and Cormorant Global Healthcare Master Fund, LP, a Cayman Islands limited partnership, are the members of Helix Holdings II LLC. Bihua Chen is the manager of Helix Holdings II LLC and is the managing member of each of the three members of Helix Holdings II LLC and has voting and investment discretion with respect to the ordinary shares held of record by Helix Holdings II LLC. Ms. Chen disclaims any beneficial ownership of the securities held by Helix Holdings II LLC other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
| 2. Cormorant Global Healthcare Master Fund LP is the record holder of such securities. Ms. Chen is the managing member of Cormorant Global Healthcare Master Fund LP and has voting and investment discretion with respect to the ordinary shares of record held thereby. Ms. Chen disclaims any beneficial ownership of the securities held by Cormorant Global Healthcare Master Fund LP other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
| 3. Cormorant Private Healthcare Fund III, LP is the record holder of such securities. Ms. Chen is the managing member of Cormorant Private Healthcare Fund III, LP and has voting and investment discretion with respect to the ordinary shares of record held thereby. Ms. Chen disclaims any beneficial ownership of the securities held by Cormorant Private Healthcare Fund III, LP other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
| 4. Cormorant Private Healthcare Fund V, LP is the record holder of such securities. Ms. Chen is the managing member of Cormorant Private Healthcare Fund V, LP and has voting and investment discretion with respect to the ordinary shares of record held thereby. Ms. Chen disclaims any beneficial ownership of the securities held by Cormorant Private Healthcare Fund V, LP other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
| /s/ Bihua Chen | 02/13/2024 | |
| ** 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 4 (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 Number. | ||