SEC Form SC 13G/A filed by 89bio Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
||
SCHEDULE 13G
|
||
Under the Securities Exchange Act of 1934
|
||
(Amendment No. 1)*
|
||
89bio, Inc.
|
||
(Name of Issuer)
|
||
Common Stock
|
||
(Title of Class of Securities)
|
282559103
|
||
(CUSIP Number)
|
December 19, 2023
|
||
(Date of Event which Requires Filing of this Statement)
|
[ ] |
Rule 13d-1(b)
|
[x] |
Rule 13d-1(c)
|
[ ] |
Rule 13d-1(d)
|
CUSIP NO.
|
282559103
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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
0 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive
Power
0 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)*
0.00%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
CUSIP NO.
|
282559103
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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
0 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive
Power
0 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)*
0.00%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
CUSIP NO.
|
282559103
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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
0 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive
Power
0 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)*
0.00%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
PN (Partnership)
|
CUSIP NO.
|
282559103
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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
0 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive
Power
0 shares
Refer to Item 4 below.
|
||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 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)*
0.00%
Refer to Item 4 below.
|
|
12
|
Type of Reporting Person (See Instructions)
IN (Individual)
|
CUSIP NO.
|
282559103
|
(a)
|
Name of Issuer
|
|
89bio, Inc.
|
||
(b)
|
Address of Issuer’s Principal Executive Offices
|
|
142 Sansome Street, Second Floor, San Francisco, CA 94104
|
(a)
|
Name of Person Filing
|
|
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, 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 Asset Management, LP - Delaware Bihua Chen - United States |
||
(d)
|
Title of Class of Securities
|
|
Common Stock
|
||
(e)
|
CUSIP Number
|
|
282559103
|
CUSIP NO.
|
282559103
|
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
|
|
(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***
|
(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. |
(c) |
Number of shares as to which such person has: ***
|
(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
|
CUSIP NO.
|
282559103
|
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.
Item 5. |
Ownership of Five Percent or Less of a Class
|
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
|
CUSIP NO.
|
282559103
|
Exhibits |
Exhibit
|
99.1 |
Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and
Exchange Commission on December 29, 2022.
|
CUSIP NO.
|
282559103
|
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 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
|