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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. __)*
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Immuneering Corporation
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(Name of Issuer)
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Class A Common Stock
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(Title of Class of Securities)
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45254E107
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(CUSIP Number)
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August 3, 2021
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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___________________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global Healthcare Master Fund, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
937,688 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
937,688 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
937,688 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
3.68%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global Healthcare GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
937,688 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
937,688 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
937,688 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
3.68%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare Fund III, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,298,493 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,298,493 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,298,493 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
5.09%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare GP III, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,298,493 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,298,493 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,298,493 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
5.09%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Asset Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,252,628 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,252,628 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,252,628 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
8.83%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Bihua Chen
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,252,628 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,252,628 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,252,628 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
8.83%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN (Individual)
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Item 1.
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(a)
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Name of Issuer
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Immuneering Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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245 Main Street, Second Floor, Cambridge, MA 02142
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Item 2.
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(a)
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Name of Person Filing
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Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC Cormorant Private Healthcare Fund III, LP
Cormorant Private Healthcare GP III, LLC
Cormorant Asset Management, LP
Bihua Chen |
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(b)
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Address of Principal Business Office or, if none, Residence
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200 Clarendon Street, 52nd Floor
Boston, MA 02116
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(c)
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Citizenship
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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 Asset Management, LP - Delaware
Bihua Chen - United States |
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(d)
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Title of Class of Securities
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Class A Common Stock
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(e)
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CUSIP Number
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45254E107
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| 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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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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);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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| Item 4. |
Ownership***
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount Beneficially Owned***
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Cormorant Global Healthcare Master Fund, LP – 937,688 shares
Cormorant Global Healthcare GP, LLC – 937,688 shares Cormorant Private Healthcare Fund III, LP – 1,298,493 shares
Cormorant Private Healthcare GP III, LLC – 1,298,493 shares
Cormorant Asset Management, LP – 2,252,628 shares
Bihua Chen – 2,252,628 shares
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(b)
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Percent of Class
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Cormorant Global Healthcare Master Fund, LP – 3.68%
Cormorant Global Healthcare GP, LLC – 3.68% Cormorant Private Healthcare Fund III, LP – 5.09%
Cormorant Private Healthcare GP III, LLC – 5.09%
Cormorant Asset Management, LP – 8.83%
Bihua Chen – 8.83% |
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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Cormorant Global Healthcare Master Fund, LP - 0 shares
Cormorant Global Healthcare GP, LLC - 0 shares Cormorant Private Healthcare Fund III, LP - 0 shares
Cormorant Private Healthcare GP III, LLC - 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
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(ii)
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shared power to vote or to direct the vote
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Cormorant Global Healthcare Master Fund, LP – 937,688 shares
Cormorant Global Healthcare GP, LLC – 937,688 shares Cormorant Private Healthcare Fund III, LP – 1,298,493 shares
Cormorant Private Healthcare GP III, LLC – 1,298,493 shares
Cormorant Asset Management, LP – 2,252,628 shares
Bihua Chen – 2,252,628 shares
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(iii)
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sole power to dispose or to direct the disposition of
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Cormorant Global Healthcare Master Fund, LP - 0 shares Cormorant Global Healthcare GP, LLC - 0 shares Cormorant Private Healthcare Fund III, LP - 0 shares
Cormorant Private Healthcare GP III, LLC - 0 shares
Cormorant Asset Management, LP - 0 shares
Bihua Chen - 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Cormorant Global Healthcare Master Fund, LP – 937,688 shares
Cormorant Global Healthcare GP, LLC – 937,688 shares Cormorant Private Healthcare Fund III, LP – 1,298,493 shares
Cormorant Private Healthcare GP III, LLC – 1,298,493 shares
Cormorant Asset Management, LP – 2,252,628 shares
Bihua Chen – 2,252,628 shares
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*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially owned by Cormorant Global
Healthcare Master Fund, LP (the “Master Fund”) and Cormorant Private Healthcare Fund III, LP (“Fund III”), as reported herein, and a managed account (the “Account”). Cormorant Global Healthcare GP, LLC and Cormorant Private Healthcare GP III, LLC
serve as the general partners of the Master Fund and Fund III, respectively. Cormorant Asset Management, LP serves as the investment manager to the Master Fund, Fund III, and the Account. Bihua Chen serves as the managing member of Cormorant Global
Healthcare GP, LLC, Cormorant Private Healthcare GP III, LLC and the general partner of Cormorant Asset Management, LP. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his
pecuniary interest therein.
The percentages reported herein with respect to the Reporting Persons’ holdings are calculated based upon (i) a statement in the
Issuer’s Prospectus dated July 29, 2021, as filed with the Securities and Exchange Commission on July 30, 2021, that there would be 24,389,410 shares of Class A Common Stock of the Issuer outstanding immediately after public offering to which the
Prospectus related, without taking into account any additional shares of Class A Common Stock that might be issued to the
underwriters of the offering upon the exercise of their overallotment option, and (ii) the statement in the Issuer's press release dated August 3, 2021 that, at the closing of such offering, the Issuer sold an additional 1,125,000 shares of Class A
Common Stock in connection with the exercise in full by the underwriters of their option to purchase additional shares.
| Item 5. |
Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
Not applicable. |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable. |
| Item 8. |
Identification and Classification of Members of the Group
Not applicable. |
| Item 9. |
Notice of Dissolution of Group
Not applicable. |
| Item 10. |
Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Exhibits |
Exhibit
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| 99.1 |
Joint Filing Agreement by and among the Reporting Persons.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete
and correct.
August 13, 2021
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CORMORANT GLOBAL HEALTHCARE
MASTER FUND, LP
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By: Cormorant Global Healthcare GP, LLC
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its General Partner
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT GLOBAL HEALTHCARE GP,
LLC
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT PRIVATE HEALTHCARE
FUND III, LP
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By: Cormorant Private Healthcare GP III, LLC
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its General Partner
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT PRIVATE HEALTHCARE GP
III, LLC
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT ASSET MANAGEMENT, LP
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By: Cormorant Asset Management GP, LLC
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its General Partner
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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/s/ Bihua Chen
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Bihua Chen
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Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of August 13, 2021, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare
GP, LLC, Cormorant Private Healthcare Fund III, LP, Cormorant Private Healthcare GP III, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of
Class A Common Stock of Immuneering Corporation beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single
statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
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CORMORANT GLOBAL HEALTHCARE
MASTER FUND, LP
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By: Cormorant Global Healthcare GP, LLC
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its General Partner
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT GLOBAL HEALTHCARE
GP, LLC
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT PRIVATE HEALTHCARE
FUND III, LP
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By: Cormorant Private Healthcare GP III, LLC
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its General Partner
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT PRIVATE HEALTHCARE GP
III, LLC
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT ASSET MANAGEMENT, LP
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By: Cormorant Asset Management GP, LLC
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its General Partner
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By: /s/ Bihua Chen
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Bihua Chen, Managing Member
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/s/ Bihua Chen
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Bihua Chen
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