SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chen Bihua

(Last)

(First)

(Middle)

C/O CORMORANT ASSET MANAGEMENT, LLC

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Erasca, Inc. [ ERAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								10,813,246	I	See Footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$5.808							⁽³⁾	04/11/2031	Common Stock	166,666		166,666	D⁽⁵⁾
Stock Option (right to buy)	$5.35							06/22/2023	06/21/2032	Common Stock	40,000		40,000	D⁽⁵⁾
Stock Option (right to buy)	$2.66	06/22/2023		A		60,000		06/22/2024⁽⁴⁾	06/21/2033	Common Stock	60,000	$0	60,000	D⁽⁵⁾

1. Name and Address of Reporting Person^*

Chen Bihua

(Last)

(First)

(Middle)

C/O CORMORANT ASSET MANAGEMENT, LLC

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cormorant Asset Management, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cormorant Global Healthcare Master Fund, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cormorant Private Healthcare Fund II, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. 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. Ms. Chen disclaims beneficial ownership of the shares reported herein except to the extent of her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that Ms. Chen 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.

2. Represents (i) 2,986,402 shares of Common Stock held by the Master Fund, (ii) 7,716,444 shares of Common Stock held by Fund II, and (iii) 110,400 shares of Common Stock held by the Account.

3. Stock option grant for 166,666 shares, 41,667 shares of which become exercisable on 3/16/2022 and 124,999 shares of which become exercisable thereafter in equal monthly installments through 3/16/2025.

4. 100% of the options to purchase shares vest on 6/22/2024, subject to the Reporting Person's continuous service to the Issuer on such vesting date.

5. Stock options granted to Bihua Chen, in her capacity as a director of the Issuer.

	/s/ Bihua Chen	06/26/2023
	/s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC, its General Partner, By: Bihua Chen, Managing Member	06/26/2023
	/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member	06/26/2023
	/s/ CORMORANT PRIVATE HEALTHCARE FUND II, LP By: Cormorant Private Healthcare GP II, LLC, its General Partner By: Bihua Chen, Managing Member	06/26/2023
	** 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 Number.

SEC Form 4 filed by Chen Bihua