UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13G
|
||
Under the Securities Exchange Act of 1934
|
||
(Amendment No. __)*
|
Rapport Therapeutics, Inc.
|
||
(Name of Issuer)
|
Common Stock
|
||
(Title of Class of Securities)
|
75383L102
|
||
(CUSIP Number)
|
June 10, 2024
|
||
(Date of Event which Requires Filing of this Statement)
|
1
|
Names of Reporting Persons.
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
1,283,673 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
1,283,673 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,673 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)*
3.51%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
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
1,283,673 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
1,283,673 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,283,673 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)*
3.51%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
1
|
Names of Reporting Persons.
Cormorant Private Healthcare Fund III, 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
694,443 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
694,443 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
694,443 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)*
1.90%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
Cormorant Global Healthcare GP III, 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
694,443 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
694,443 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
694,443 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)*
1.90%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
1
|
Names of Reporting Persons.
Cormorant Private Healthcare Fund IV, 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
229,717 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
229,717 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
229,717 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)*
0.63%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
Cormorant Global Healthcare GP IV, 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
229,717 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
229,717 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
229,717 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)*
0.63%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
1
|
Names of Reporting Persons.
Cormorant Private Healthcare Fund V, 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
732,450 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
732,450 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
732,450 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)*
2.00%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
Cormorant Global Healthcare GP V, 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
732,450 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
732,450 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
732,450 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)*
2.00%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
1
|
Names of Reporting Persons.
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
2,940,283 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
2,940,283 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,940,283 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)*
8.04%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
1
|
Names of Reporting Persons.
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
2,940,283 shares
Refer to Item 4 below.
|
|
7 Sole Dispositive Power
0 shares
|
|
8 Shared Dispositive Power
2,940,283 shares
Refer to Item 4 below.
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,940,283 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)*
8.04%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
IN (Individual)
|
(a)
|
Name of Issuer
|
Rapport Therapeutics, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
1325 Boylston Street, Suite 401, Boston, MA 02215
|
(a)
|
Name of Person Filing
|
Cormorant Global Healthcare Master Fund, LP Cormorant Global Healthcare GP, LLC Cormorant Private Healthcare Fund III, LP Cormorant Private Healthcare GP III, LLC
Cormorant Private Healthcare Fund IV, LP
Cormorant Private Healthcare GP IV, LLC
Cormorant Private Healthcare Fund V, LP Cormorant Private Healthcare GP V, 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 III, LP - Delaware Cormorant Private Healthcare GP III, LLC – Delaware Cormorant Private Healthcare Fund IV, LP - Delaware
Cormorant Private Healthcare GP IV, LLC - Delaware Cormorant Private Healthcare Fund V, LP - Delaware Cormorant Private Healthcare GP V, LLC - Delaware Cormorant Asset Management, LP - Delaware Bihua Chen - United States |
|
(d)
|
Title of Class of Securities
|
Common Stock
|
|
(e)
|
CUSIP Number
|
75383L102
|
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 (15 U.S.C. 78c).
|
(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***
|
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
|
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 III, LP
|
||
By:
|
Cormorant Private Healthcare GP III, LLC
|
|
its General Partner
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT GLOBAL HEALTHCARE GP III, LLC
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT PRIVATE HEALTHCARE FUND IV, LP
|
||
By:
|
Cormorant Private Healthcare GP IV, LLC
|
|
its General Partner
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT GLOBAL HEALTHCARE GP IV, LLC
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT PRIVATE HEALTHCARE FUND V, LP
|
||
By:
|
Cormorant Private Healthcare GP V, LLC
|
|
its General Partner
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT GLOBAL HEALTHCARE GP V, 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
|
|
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 III, LP
|
||
By:
|
Cormorant Private Healthcare GP III, LLC
|
|
its General Partner
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT GLOBAL HEALTHCARE GP III, LLC
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT PRIVATE HEALTHCARE FUND IV, LP
|
||
By:
|
Cormorant Private Healthcare GP IV, LLC
|
|
its General Partner
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT GLOBAL HEALTHCARE GP IV, LLC
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT PRIVATE HEALTHCARE FUND V, LP
|
||
By:
|
Cormorant Private Healthcare GP V, LLC
|
|
its General Partner
|
||
By:
|
/s/ Bihua Chen
|
|
Bihua Chen, Managing Member
|
||
CORMORANT GLOBAL HEALTHCARE GP V, 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
|