CUSIP NO.
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61225M102
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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. 1)*
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Monte Rosa Therapeutics, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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61225M102
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(CUSIP Number)
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December 31, 2021
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(Date of Event which Requires Filing of this Statement)
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[ ] |
Rule 13d-1(b)
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[x] |
Rule 13d-1(c)
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[ ] |
Rule 13d-1(d)
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CUSIP NO.
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61225M102
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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
730,892 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
730,892 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
730,892 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)*
1.57%
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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CUSIP NO.
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61225M102
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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
730,892 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
730,892 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
730,892 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)*
1.57%
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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CUSIP NO.
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61225M102
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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 II, 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
843,577 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
843,577 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
843,577 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)*
1.81%
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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CUSIP NO.
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61225M102
|
1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare GP II, 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
|
|
6 Shared Voting Power
843,577 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
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||
8 Shared Dispositive Power
843,577 shares
Refer to Item 4 below.
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||
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
843,577 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)*
1.81%
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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CUSIP NO.
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61225M102
|
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
|
|
6 Shared Voting Power
1,419,249 shares
Refer to Item 4 below.
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||
7 Sole Dispositive Power
0 shares
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||
8 Shared Dispositive Power
1,419,249 shares
Refer to Item 4 below.
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||
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,419,249 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
|
|
11
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Percent of Class Represented by Amount in Row (9)*
3.05%
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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CUSIP NO.
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61225M102
|
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
|
5 Sole Voting Power
0 shares
|
|
6 Shared Voting Power
1,419,249 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive Power
1,419,249 shares
Refer to Item 4 below.
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||
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,419,249 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
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
3.05%
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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CUSIP NO.
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61225M102
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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
|
|
6 Shared Voting Power
3,002,200 shares
Refer to Item 4 below.
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||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive Power
3,002,200 shares
Refer to Item 4 below.
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||
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,200 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
|
|
11
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Percent of Class Represented by Amount in Row (9)*
6.46%
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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CUSIP NO.
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61225M102
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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
|
5 Sole Voting Power
0 shares
|
|
6 Shared Voting Power
3,002,200 shares
Refer to Item 4 below.
|
||
7 Sole Dispositive Power
0 shares
|
||
8 Shared Dispositive Power
3,002,200 shares
Refer to Item 4 below.
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||
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,002,200 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
|
|
11
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Percent of Class Represented by Amount in Row (9)*
6.46%
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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CUSIP NO.
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61225M102
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(a)
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Name of Issuer
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Monte Rosa Therapeutics, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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645 Summer Street, Suite 102, Boston, MA 02210
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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 II, LP
Cormorant Private Healthcare GP II, 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 II, LP - Delaware
Cormorant Private Healthcare GP II, 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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Common Stock
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(e)
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CUSIP Number
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61225M102
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CUSIP NO.
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61225M102
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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[ ]
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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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(a)
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Amount Beneficially Owned***
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Cormorant Global Healthcare Master Fund, LP – 730,892 shares
Cormorant Global Healthcare GP, LLC – 730,892 shares Cormorant Private Healthcare Fund II, LP – 843,577 shares
Cormorant Private Healthcare GP II, LLC – 843,577 shares
Cormorant Private Healthcare Fund III, LP – 1,419,249 shares
Cormorant Private Healthcare GP III, LLC – 1,419,249 shares
Cormorant Asset Management, LP – 3,002,200 shares
Bihua Chen – 3,002,200 shares
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(b)
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Percent of Class
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Cormorant Global Healthcare Master Fund, LP – 1.57%
Cormorant Global Healthcare GP, LLC – 1.57% Cormorant Private Healthcare Fund II, LP – 1.81%
Cormorant Private Healthcare GP II, LLC – 1.81%
Cormorant Private Healthcare Fund III, LP – 3.05%
Cormorant Private Healthcare GP III, LLC – 3.05%
Cormorant Asset Management, LP – 6.46%
Bihua Chen – 6.46% |
CUSIP NO.
|
61225M102
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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 II, LP - 0 shares
Cormorant Private Healthcare GP II, 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)
|
shared power to vote or to direct the vote
|
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Cormorant Global Healthcare Master Fund, LP – 730,892 shares
Cormorant Global Healthcare GP, LLC – 730,892 shares Cormorant Private Healthcare Fund II, LP – 843,577 shares
Cormorant Private Healthcare GP II, LLC – 843,577 shares
Cormorant Private Healthcare Fund III, LP – 1,419,249 shares
Cormorant Private Healthcare GP III, LLC – 1,419,249 shares
Cormorant Asset Management, LP – 3,002,200 shares
Bihua Chen – 3,002,200 shares
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(iii)
|
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 II, LP - 0 shares
Cormorant Private Healthcare GP II, 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)
|
shared power to dispose or to direct the disposition of
|
||
Cormorant Global Healthcare Master Fund, LP – 730,892 shares
Cormorant Global Healthcare GP, LLC – 730,892 shares Cormorant Private Healthcare Fund II, LP – 843,577 shares
Cormorant Private Healthcare GP II, LLC – 843,577 shares
Cormorant Private Healthcare Fund III, LP – 1,419,249 shares
Cormorant Private Healthcare GP III, LLC – 1,419,249 shares
Cormorant Asset Management, LP – 3,002,200 shares
Bihua Chen – 3,002,200 shares
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CUSIP NO.
|
61225M102
|
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.
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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.
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Item 9. |
Notice of Dissolution of Group
Not applicable.
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Item 10. |
Certification
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CUSIP NO.
|
61225M102
|
Exhibits |
Exhibit
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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
July 8, 2021.
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CUSIP NO.
|
61225M102
|
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 II, LP
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By: Cormorant Private Healthcare GP II, LLC
|
|
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 II, 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
|
|
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
|
|
By: /s/ Bihua Chen
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Bihua Chen, Managing Member
|
|
CUSIP NO.
|
61225M102
|
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
|