Statement of Changes in Beneficial Ownership (4)
December 06 2016 - 5:02PM
Edgar (US Regulatory)
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)
12/2/2016
|
(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
|
12/2/2016
|
|
P
|
|
50000
|
A
|
$10.4760
(3)
|
3600336
|
I
|
See Footnotes
(1)
(2)
(3)
|
Common Stock
|
12/5/2016
|
|
P
|
|
29757
|
A
|
$10.7834
(4)
|
3630093
|
I
|
See Footnotes
(1)
(2)
(4)
|
Common Stock
|
12/6/2016
|
|
P
|
|
8216
|
A
|
$10.8862
(5)
|
3638309
|
I
|
See Footnotes
(1)
(2)
(5)
|
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 $10.10 to $10.60 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. Of these shares, 35,000 were purchased for the Master Fund and 15,000 shares were purchased for the Account. As of December 2, 2016, the Master Fund held 2,994,057 shares, and the Account held 606,279 shares.
|
(
4)
|
Represents the weighted average purchase price of shares purchased in a series of open market transactions on the transaction date at prices ranging from $10.52 to $10.91 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, 24,743 were purchased for the Master Fund and 5,014 shares were purchased for the Account. As of December 5, 2016, the Master Fund held 3,018,800 shares, and the Account held 611,293 shares.
|
(
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 $10.66 to $11.00 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, 6,832 were purchased for the Master Fund and 1,384 shares were purchased for the Account. As of December 6, 2016, the Master Fund held 3,025,632 shares, and the Account held 612,677 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 GLOBAL HEALTHCARE GP, LLC By: Bihua Chen, Managing Member
|
|
12/6/2016
|
**
Signature of Reporting Person
|
Date
|
/s/ CORMORANT ASSET MANAGEMENT, LLC By: Bihua Chen, Managing Member
|
|
12/6/2016
|
**
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
|
|
12/6/2016
|
**
Signature of Reporting Person
|
Date
|
/s/ Bihua Chen
|
|
12/6/2016
|
**
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 Aug 2024 to Sep 2024
Proteostasis Therapeutics (NASDAQ:PTI)
Historical Stock Chart
From Sep 2023 to Sep 2024