FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cormorant Asset Management, LLC
2. Issuer Name and Ticker or Trading Symbol

PROTEOSTASIS THERAPEUTICS, INC. [ PTI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

200 CLARENDON STREET, 52ND FLOOR, 
3. Date of Earliest Transaction (MM/DD/YYYY)

11/3/2016
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   11/3/2016     P    20277   A $7.2379   (3) 2450882   I   See Footnotes   (1) (2) (3)
Common Stock   11/4/2016     P    2597   A $7.27   2453497   I   See Footnotes   (1) (2) (4)
Common Stock   11/4/2016     P    73403   A $8.0926   (5) 2526882   I   See Footnotes   (1) (2) (5)
Common Stock   11/7/2016     P    231700   A $8.6863   (6) 2758582   I   See Footnotes   (1) (2) (6) (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)  Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and by a managed account (the "Account"). Cormorant Asset Management, LLC ("Cormorant") serves as the investment manager of the Master Fund and the Account. Cormorant Global Healthcare GP, LLC ("GP LLC") serves as General Partner of the Master Fund. Bihua Chen serves as manager of Cormorant and GP LLC. GP LLC may be deemed to beneficially own the shares held by the Master Fund, and Cormorant and Ms. Chen may be deemed to beneficially own the shares held by the Master Fund and the Account.
( 2)  Each of the Reporting Persons disclaims beneficial ownership of the 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 shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
( 3)  Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $7.00 to $7.541 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. Of these shares, 16,860 were purchased for the Master Fund and 3,417 shares were purchased for the Account.
( 4)  Of these shares, 2,159 were purchased for the Master Fund and 438 shares were purchased for the Account.
( 5)  Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $7.37 to $8.35 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. Of these shares, 61,035 were purchased for the Master Fund and 12,368 shares were purchased for the Account.
( 6)  Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $8.27 to $8.80 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. Of these shares, 192,659 were purchased for the Master Fund and 39,041 shares were purchased for the Account.
( 7)  As of November 7, 2016, the Master Fund held 2,300,713 shares, and the Account held 457,869 shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cormorant Asset Management, LLC
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA 02116

X

Chen Bihua
C/O CORMORANT ASSET MANAGEMENT, LLC
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA 02116
X X

Cormorant Global Healthcare GP, LLC
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA 02116

X

Cormorant Global Healthcare Master Fund, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA 02116

X


Signatures
/s/ CORMORANT ASSET MANAGEMENT, LLC By: Bihua Chen, Managing Member 11/7/2016
** Signature of Reporting Person Date

/s/ CORMORANT GLOBAL HEALTHCARE GP, LLC By: Bihua Chen, Managing Member 11/7/2016
** Signature of Reporting Person Date

/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member 11/7/2016
** Signature of Reporting Person Date

/s/ Bihua Chen 11/7/2016
** 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 control number.
Proteostasis Therapeutics (NASDAQ:PTI)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Proteostasis Therapeutics Charts.
Proteostasis Therapeutics (NASDAQ:PTI)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Proteostasis Therapeutics Charts.