Cormorant Private Healthcare Fund III Form 4 MoonLake Immunotherapeutics / Bihua Chen ownership change

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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OMB Number:	3235-0287
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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^*

Chen Bihua

(Last) (First) (Middle)

C/O CORMORANT ASSET MANAGEMENT, LP

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MoonLake Immunotherapeutics [ MLTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	10/02/2023		P		74,911	A	$57.37(1)	8,217,011	I	See Footnotes(2)(3)(4)(5)(6)
Class A Ordinary Shares	10/03/2023		P		150,487	A	$57.252(7)	8,367,498	I	See Footnotes(2)(3)(4)(5)(8)
Class A Ordinary Shares	10/04/2023		P		67,814	A	$57.3188(9)	8,435,312	I	See Footnotes(2)(3)(4)(5)(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

Chen Bihua

(Last) (First) (Middle)

C/O CORMORANT ASSET MANAGEMENT, LP

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cormorant Asset Management, LP

(Last) (First) (Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cormorant Global Healthcare Master Fund, LP

(Last) (First) (Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cormorant Private Healthcare Fund II, LP

(Last) (First) (Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cormorant Private Healthcare Fund III LP

(Last) (First) (Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cormorant Private Healthcare Fund IV LP

(Last) (First) (Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Represents the weighted average sale price of Class A Ordinary Shares ("Shares") purchased in a series of open market transactions on the transaction date at prices ranging from $56.75 to $57.62 per Share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of Shares purchased at each price. All of these Shares were purchased by the Master Fund (as defined below).

2. Information reported herein relates to Shares owned by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund II, LP ("Fund II"), Cormorant Private Healthcare Fund III, LP ("Fund III"), Cormorant Private Healthcare Fund IV, LP ("Fund IV") and a managed account (the "Account" and together with the Master Fund, Fund II, Fund III and Fund IV, the "Funds")). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Funds. Cormorant Global Healthcare GP, LLC ("GP LLC"), Cormorant Private Healthcare GP II, LLC ("GP II"), Cormorant Private Healthcare GP III, LLC ("GP III") and Cormorant Private Healthcare GP IV, LLC ("GP IV") serve as General Partner of the Master Fund, Fund II, Fund III and Fund IV, respectively. Bihua Chen serves as manager of Cormorant, GP LLC, GP II, GP III and GP IV.

3. Each of the Reporting Persons disclaims beneficial ownership of the ordinary shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such ordinary shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

4. Shares reported herein reflect a distribution of Shares previously owned by Helix Holdings LLC ("Helix") to the Funds on a pro rata basis in accordance with their interests in Helix.

5. Prior to the purchases of Shares reported herein, (i) the Master Fund beneficially owned 2,360,728 Shares, (ii) Fund II beneficially owned 1,802,737 Shares, (iii) Fund III beneficially owned 2,453,879 Shares, (iv) Fund IV beneficially owned 1,500,000 Shares, and (v) the Account beneficially owned 24,756 shares.

6. Represents (i) 2,435,639 Shares beneficially owned by the Master Fund, (ii) 1,802,737 Shares beneficially owned by Fund II, (iii) 2,453,879 Shares beneficially owned by Fund III, (iv) 1,500,000 Shares beneficially owned by Fund IV, and (v) 24,756 shares beneficially owned by the Account.

7. Represents the weighted average sale price of Class A Ordinary Shares ("Shares") purchased in a series of open market transactions on the transaction date at prices ranging from $56.87 to $57.50 per Share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of Shares purchased at each price. All of these Shares were purchased by the Master Fund (as defined below).

8. Represents (i) 2,586,126 Shares beneficially owned by the Master Fund, (ii) 1,802,737 Shares beneficially owned by Fund II, (iii) 2,453,879 Shares beneficially owned by Fund III, (iv) 1,500,000 Shares beneficially owned by Fund IV, and (v) 24,756 shares beneficially owned by the Account.

9. Represents the weighted average sale price of Class A Ordinary Shares ("Shares") purchased in a series of open market transactions on the transaction date at prices ranging from $56.88 to $57.60 per Share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of Shares purchased at each price. All of these Shares were purchased by the Master Fund (as defined below).

10. Represents (i) 2,653,940 Shares beneficially owned by the Master Fund, (ii) 1,802,737 Shares beneficially owned by Fund II, (iii) 2,453,879 Shares beneficially owned by Fund III, (iv) 1,500,000 Shares beneficially owned by Fund IV, and (v) 24,756 shares beneficially owned by the Account.

	/s/ Bihua Chen	10/04/2023
	/s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC, its General Partner, By: Bihua Chen, Managing Member	10/04/2023
	/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member	10/04/2023
	/s/ CORMORANT PRIVATE HEALTHCARE FUND II, LP By: Cormorant Private Healthcare GP II, LLC, its General Partner By: Bihua Chen, Managing Member	10/04/2023
	/s/ CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC, its General Partner By: Bihua Chen, Managing Member	10/04/2023
	/s/ CORMORANT PRIVATE HEALTHCARE FUND IV, LP By: Cormorant Private Healthcare GP IV, LLC, its General Partner By: Bihua Chen, Managing Member	10/04/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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