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SC 13G Filing
Cabaletta Bio (CABA) SC 13GCabaletta Bio, Inc.
Filed: 7 Nov 19, 5:18pm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G | ||
Under the Securities Exchange Act of 1934 | ||
(Amendment No. __)* |
Cabaletta Bio, Inc. | ||
(Name of Issuer) |
Common Stock | ||
(Title of Class of Securities) |
12674W109 | ||
(CUSIP Number) |
October 25, 2019 | ||
(Date of Event which Requires Filing of this Statement) |
CUSIP NO. | 12674W109 |
1 | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cormorant Global Healthcare Master Fund, LP | |
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
(a) [ ] | ||
(b) [x] | ||
3 | SEC Use Only | |
4 | Citizenship or Place of Organization. Cayman Islands | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 Sole Voting Power 0 shares | |
6 Shared Voting Power 901,619 shares Refer to Item 4 below. | ||
7 Sole Dispositive Power 0 shares | ||
8 Shared Dispositive Power 901,619 shares Refer to Item 4 below. | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person 901,619 shares Refer to Item 4 below. | |
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
11 | Percent of Class Represented by Amount in Row (9)* 3.82% Refer to Item 4 below. | |
12 | Type of Reporting Person (See Instructions) PN (Partnership) |
CUSIP NO. | 12674W109 |
1 | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cormorant Global Healthcare GP, LLC | |
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
(a) [ ] | ||
(b) [x] | ||
3 | SEC Use Only | |
4 | Citizenship or Place of Organization. Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 Sole Voting Power 0 shares | |
6 Shared Voting Power 901,619 shares Refer to Item 4 below. | ||
7 Sole Dispositive Power 0 shares | ||
8 Shared Dispositive Power 901,619 shares Refer to Item 4 below. | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person 901,619 shares Refer to Item 4 below. | |
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
11 | Percent of Class Represented by Amount in Row (9)* 3.82% Refer to Item 4 below. | |
12 | Type of Reporting Person (See Instructions) OO (Limited Liability Company) |
CUSIP NO. | 12674W109 |
1 | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cormorant Private Healthcare Fund II, LP | |
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
(a) [ ] | ||
(b) [x] | ||
3 | SEC Use Only | |
4 | Citizenship or Place of Organization. Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 Sole Voting Power 0 shares | |
6 Shared Voting Power 1,154,425 shares Refer to Item 4 below. | ||
7 �� Sole Dispositive Power 0 shares | ||
8 Shared Dispositive Power 1,154,425 shares Refer to Item 4 below. | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,154,425 shares Refer to Item 4 below. | |
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
11 | Percent of Class Represented by Amount in Row (9)* 4.90% Refer to Item 4 below. | |
12 | Type of Reporting Person (See Instructions) PN (Partnership) |
CUSIP NO. | 12674W109 |
1 | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cormorant Private Healthcare GP II, LLC | |
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
(a) [ ] | ||
(b) [x] | ||
3 | SEC Use Only | |
4 | Citizenship or Place of Organization. Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 Sole Voting Power 0 shares | |
6 Shared Voting Power 1,154,425 shares Refer to Item 4 below. | ||
7 Sole Dispositive Power 0 shares | ||
8 Shared Dispositive Power 1,154,425 shares Refer to Item 4 below. | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,154,425 shares Refer to Item 4 below. | |
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
11 | Percent of Class Represented by Amount in Row (9)* 4.90% Refer to Item 4 below. | |
12 | Type of Reporting Person (See Instructions) OO (Limited Liability Company) |
CUSIP NO. | 12674W109 |
1 | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cormorant Asset Management, LP | |
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
(a) [ ] | ||
(b) [x] | ||
3 | SEC Use Only | |
4 | Citizenship or Place of Organization. Delaware | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 Sole Voting Power 0 shares | |
6 Shared Voting Power 2,119,132 shares Refer to Item 4 below. | ||
7 Sole Dispositive Power 0 shares | ||
8 Shared Dispositive Power 2,119,132 shares Refer to Item 4 below. | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,119,132 shares Refer to Item 4 below. | |
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
11 | Percent of Class Represented by Amount in Row (9)* 9.00% Refer to Item 4 below. | |
12 | Type of Reporting Person (See Instructions) PN (Partnership) |
CUSIP NO. | 12674W109 |
1 | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Bihua Chen | |
2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |
(a) [ ] | ||
(b) [x] | ||
3 | SEC Use Only | |
4 | Citizenship or Place of Organization. United States | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 Sole Voting Power 0 shares | |
6 Shared Voting Power 2,119,132 shares Refer to Item 4 below. | ||
7 Sole Dispositive Power 0 shares | ||
8 Shared Dispositive Power 2,119,132 shares Refer to Item 4 below. | ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,119,132 shares Refer to Item 4 below. | |
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A | |
11 | Percent of Class Represented by Amount in Row (9)* 9.00% Refer to Item 4 below. | |
12 | Type of Reporting Person (See Instructions) IN (Individual) |
CUSIP NO. | 12674W109 |
(a) | Name of Issuer | |
Cabaletta Bio, Inc. | ||
(b) | Address of Issuer’s Principal Executive Offices | |
2929 Arch Street, Suite 600, Philadelphia, PA 19104 |
(a) | Name of Person Filing | |
Cormorant Global Healthcare Master Fund, LP Cormorant Global Healthcare GP, LLC Cormorant Private Healthcare Fund II, LP Cormorant Private Healthcare GP II, LLC Cormorant Asset Management, LP Bihua Chen | ||
(b) | Address of Principal Business Office or, if none, Residence | |
200 Clarendon Street, 52nd Floor Boston, MA 02116 | ||
(c) | Citizenship | |
Cormorant Global Healthcare Master Fund, LP - Cayman Islands Cormorant Global Healthcare GP, LLC - Delaware Cormorant Private Healthcare Fund II, LP - Delaware Cormorant Private Healthcare GP II, LLC - Delaware Cormorant Asset Management, LP - Delaware Bihua Chen - United States | ||
(d) | Title of Class of Securities | |
Common Stock | ||
(e) | CUSIP Number | |
12674W109 |
CUSIP NO. | 12674W109 |
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*** |
(a) | Amount Beneficially Owned*** | |
Cormorant Global Healthcare Master Fund, LP – 901,619 shares Cormorant Global Healthcare GP, LLC – 901,619 shares Cormorant Private Healthcare Fund II, LP – 1,154,425 shares Cormorant Private Healthcare GP II, LLC – 1,154,425 shares Cormorant Asset Management, LP – 2,119,132 shares Bihua Chen – 2,119,132 shares | ||
(b) | Percent of Class | |
Cormorant Global Healthcare Master Fund, LP – 3.82% Cormorant Global Healthcare GP, LLC – 3.82% Cormorant Private Healthcare Fund II, LP – 4.90% Cormorant Private Healthcare GP II, LLC – 4.90% Cormorant Asset Management, LP – 9.00% Bihua Chen – 9.00% |
CUSIP NO. | 12674W109 |
(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 Private Healthcare Fund II, LP – 0 shares Cormorant Private Healthcare GP II, LLC – 0 shares Cormorant Asset Management, LP - 0 shares Bihua Chen - 0 shares | |||
(ii) | shared power to vote or to direct the vote | ||
Cormorant Global Healthcare Master Fund, LP – 901,619 shares Cormorant Global Healthcare GP, LLC – 901,619 shares Cormorant Private Healthcare Fund II, LP – 1,154,425 shares Cormorant Private Healthcare GP II, LLC – 1,154,425 shares Cormorant Asset Management, LP – 2,119,132 shares Bihua Chen – 2,119,132 shares | |||
(iii) | sole power to dispose or to direct the disposition of | ||
Cormorant Global Healthcare Master Fund, LP - 0 shares Cormorant Global Healthcare GP, LLC - 0 shares Cormorant Private Healthcare Fund II, LP – 0 shares Cormorant Private Healthcare GP II, LLC – 0 shares Cormorant Asset Management, LP - 0 shares Bihua Chen - 0 shares | |||
(iv) | shared power to dispose or to direct the disposition of | ||
Cormorant Global Healthcare Master Fund, LP – 901,619 shares Cormorant Global Healthcare GP, LLC – 901,619 shares Cormorant Private Healthcare Fund II, LP – 1,154,425 shares Cormorant Private Healthcare GP II, LLC – 1,154,425 shares Cormorant Asset Management, LP – 2,119,132 shares Bihua Chen – 2,119,132 shares |
CUSIP NO. | 12674W109 |
Item 5. | Ownership of Five Percent or Less of a Class |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Item 8. | Identification and Classification of Members of the Group |
Item 9. | Notice of Dissolution of Group |
Item 10. | Certification |
Exhibits | Exhibit |
99.1 | Joint Filing Agreement by and among the Reporting Persons |
CUSIP NO. | 12674W109 |
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 | |
CORMORANT PRIVATE HEALTHCARE FUND II, LP | |
By: Cormorant Global Healthcare GP II, LLC | |
its General Partner | |
By: /s/ Bihua Chen | |
Bihua Chen, Managing Member | |
CORMORANT PRIVATE HEALTHCARE GP II, LLC | |
By: /s/ Bihua Chen | |
Bihua Chen, Managing Member | |
CORMORANT ASSET MANAGEMENT, LP | |
By: Cormorant Asset Management GP, LLC | |
its General Partner | |
By: /s/ Bihua Chen | |
Bihua Chen, Managing Member | |
/s/ Bihua Chen | |
Bihua Chen |