Form 4 for ERAS Erasca, Inc.
Accepted 2021-07-22 00:00:00 ET · period of report 2021-07-20 · accession 0001567619-21-013838 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2021-07-22 | 2021-07-20 | ERAS | Cormorant Asset Management, LP | 10% | C - Cnv Deriv | — | +9.56M | 9.56M | New | — |
| DI | 2021-07-22 | 2021-07-20 | ERAS | Cormorant Asset Management, LP | 10% | P - Purchase | $16.00 | +950.0K | 10.51M | +10% | +$15.20M |
| DMI | 2021-07-22 | 2021-07-20 | ERAS | Cormorant Asset Management, LP | 10% | C - Cnv Deriv | — | +9.56M | 0 | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-07-20 | C | A | 9,555,553 | — | 9,555,553 | I See Footnotes | — | — | (F1) Shares of Series A, Series B-1, and Series B-2 Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering. (F2) Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund II, LP ("Fund II"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund II, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. 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. (F3) Represents (i) 1,728,710 shares of Common Stock held by the Master Fund, (ii) 7,716,443 shares of Common Stock held by Fund II, and (iii) 110,400 shares of Common Stock held by the Account. |
| 2 | Common | Common Stock | 2021-07-20 | P | A | 950,000 | $16.00 | 10,505,553 | I See Footnotes | — | — | (F2) Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund II, LP ("Fund II"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund II, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. 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. (F4) Shares reported herein as purchased on July 20, 2021 represent 950,000 shares purchased by the Master Fund. |
| 3 | Derivative | Series B-1 Convertible Preferred Stock | 2021-07-20 | C | A | 4,166,666 | — | 0 | I See Footnotes | — · — to — | 4,166,666 Common Stock | (F1) Shares of Series A, Series B-1, and Series B-2 Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering. (F6) The Series B-1 Convertible Preferred Stock represented, on an as-converted basis, (i)788,333 shares of Common Stock held by the Master Fund, and (ii) 3,378,333 shares of Common Stock held by Fund II. (F2) Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund II, LP ("Fund II"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund II, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. 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. |
| 4 | Derivative | Series B-2 Convertible Preferred Stock | 2021-07-20 | C | A | 1,388,887 | — | 0 | I See Footnotes | — · — to — | 1,388,887 Common Stock | (F1) Shares of Series A, Series B-1, and Series B-2 Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering. (F7) The Series B-2 Convertible Preferred Stock represented, on an as-converted basis, (i) 262,777 shares of Common Stock held by the Master Fund, and (ii) 1,126,110 shares of Common Stock held by Fund II. (F2) Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund II, LP ("Fund II"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund II, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. 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. |
| 5 | Derivative | Series A Convertible Preferred Stock | 2021-07-20 | C | A | 4,000,000 | — | 0 | I See Footnotes | — · — to — | 4,000,000 Common Stock | (F1) Shares of Series A, Series B-1, and Series B-2 Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering. (F2) Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund II, LP ("Fund II"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund II, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. 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. (F5) The Series A Convertible Preferred Stock represented, on an as-converted basis, (i) 677,600 shares of Common Stock held by the Master Fund, (ii) 3,212,000 shares of Common Stock held by Fund II, and (iii) 110,400 shares of Common Stock held by the Account. |