SEC Form SC 13G filed by Rapport Therapeutics Inc.

6/20/24 4:01:42 PM ET

$RAPP

Biotechnology: Pharmaceutical Preparations

Health Care

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SC 13G 1 sc13g.htm

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)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

___________________________________

* 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).

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)

Item 1.

(a)	Name of Issuer
	Rapport Therapeutics, Inc.
(b)	Address of Issuer’s Principal Executive Offices
	1325 Boylston Street, Suite 401, Boston, MA 02215

Item 2.

(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***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned***

The information set forth in Row 9 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting Person.

(b) Percent of Class***

The information set forth in Row 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.

(i) sole power to vote or to direct the vote

(ii) shared power to vote or to direct the vote

(iii) sole power to dispose or to direct the disposition of

(iv) shared power to dispose or to direct the disposition of

The information set forth in Rows 5 through 8 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.

*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”), Cormorant Private Healthcare Fund III, LP (“Fund III”), Cormorant Private Healthcare Fund IV, LP (“Fund IV”) and Cormorant Private Healthcare Fund V, LP (“Fund V”), as reported herein. Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP III, LLC, Cormorant Private Healthcare GP IV, LLC and Cormorant Private Healthcare GP V, LLC serve as the general partners of the Master Fund, Fund III, Fund IV and Fund V, respectively. Cormorant Asset Management, LP serves as the investment manager to the Master Fund, Fund III, Fund IV and Fund V. Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP III, LLC, Cormorant Private Healthcare GP IV, LLC and Cormorant Private Healthcare GP V, 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 her 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 June 6, 2024 that there would be 36,576,457 shares of the Issuer’s Common Stock outstanding immediately after the closing of the Issuer’s initial public offering (assuming full exercise of the underwriters’ overallotment option) and the concurrent private placement, and (ii) a press release of the Issuer dated June 12, 2024 announcing that the initial public offering (including the full exercise of the underwriters’ overallotment option) and private placement had closed.

Item 5.

Ownership of Five Percent or Less of a Class

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

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

99.1 Joint Filing Agreement by and among the Reporting Persons.

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.

June 20, 2024

	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

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Date	Price Target	Rating	Analyst
7/2/2024		Buy	TD Cowen
7/2/2024	$35.00	Buy	Jefferies
7/2/2024	$35.00	Buy	Stifel

SEC Form SC 13G filed by Rapport Therapeutics Inc.

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