Sec Form 4 Filing - Chen Bihua @ Erasca, Inc. - 2021-07-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Chen Bihua
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)
(Last) (First) (Middle)
200 CLARENDON STREET, 52ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/20/2021
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 07/20/2021 C 9,555,553 A 9,555,553 I See Footnotes ( 2 ) ( 3 )
Common Stock 07/20/2021 P 950,000 A $ 16 10,505,553 I See Footnotes ( 2 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ( 1 ) 07/20/2021 C 4,000,000 ( 1 ) ( 1 ) Common Stock 4,000,000 ( 1 ) 0 I See Footnotes ( 2 ) ( 5 )
Series B-1 Convertible Preferred Stock ( 1 ) 07/20/2021 C 4,166,666 ( 1 ) ( 1 ) Common Stock 4,166,666 ( 1 ) 0 I See Footnotes ( 2 ) ( 6 )
Series B-2 Convertible Preferred Stock ( 1 ) 07/20/2021 C 1,388,887 ( 1 ) ( 1 ) Common Stock 1,388,887 ( 1 ) 0 I See Footnotes ( 2 ) ( 7 )
Stock Option (right to buy) $ 5.808 ( 8 ) 04/11/2031 Common Stock 166,666 166,666 D ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chen Bihua
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA02116
X
Cormorant Global Healthcare Master Fund, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA02116
X
Cormorant Asset Management, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA02116
X
Cormorant Private Healthcare Fund II, LP
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA02116
X
Signatures
/s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC, its General Partner, By: Bihua Chen, Managing Member 07/22/2021
Signature of Reporting Person Date
/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member 07/22/2021
Signature of Reporting Person Date
/s/ CORMORANT PRIVATE HEALTHCARE FUND II, LP By: Cormorant Private Healthcare GP II, LLC, its General Partner By: Bihua Chen, Managing Member 07/22/2021
Signature of Reporting Person Date
/s/ Bihua Chen 07/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Series A, Series B-1, and Series B-2 Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering.
( 2 )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. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons 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.
( 3 )Represents (i) 1,728,710 shares of Common Stock held by the Master Fund, (ii) 7,716,443 shares of Common Stock held by Fund II, and (iii) 110,400 shares of Common Stock held by the Account.
( 4 )Shares reported herein as purchased on July 20, 2021 represent 950,000 shares purchased by the Master Fund.
( 5 )The Series A Convertible Preferred Stock represented, on an as-converted basis, (i) 677,600 shares of Common Stock held by the Master Fund, (ii) 3,212,000 shares of Common Stock held by Fund II, and (iii) 110,400 shares of Common Stock held by the Account.
( 6 )The Series B-1 Convertible Preferred Stock represented, on an as-converted basis, (i)788,333 shares of Common Stock held by the Master Fund, and (ii) 3,378,333 shares of Common Stock held by Fund II.
( 7 )The Series B-2 Convertible Preferred Stock represented, on an as-converted basis, (i) 262,777 shares of Common Stock held by the Master Fund, and (ii) 1,126,110 shares of Common Stock held by Fund II.
( 8 )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.
( 9 )Stock options granted to Bihua Chen, in her capacity as a director of the Issuer.

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.