Sec Form 4 Filing - Cormorant Asset Management, LP @ Ambrx Biopharma Inc. - 2023-04-18

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

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1. Name and Address of Reporting Person Cormorant Asset Management, LP 2. Issuer Name and Ticker or Trading Symbol Ambrx Biopharma Inc. [ AMAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 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) 04/18/2023 (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 Ordinary Shares 04/18/2023 P 3,376,646 A $ 11.2695 ( 1 ) 65,474,542 I See Footnotes ( 2 ) ( 3 ) Ordinary Shares 04/19/2023 P 951,909 A $ 11.1485 ( 4 ) 66,426,451 I See Footnotes ( 2 ) ( 5 ) Ordinary Shares 04/20/2023 P 886,634 A $ 11.6003 ( 6 ) 67,313,085 I See Footnotes ( 2 ) ( 7 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cormorant Asset Management, LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA02116 X Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA02116 X Cormorant Global Healthcare Master Fund, LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA02116 X Cormorant Private Healthcare Fund III LP 200 CLARENDON STREET 52ND FLOOR BOSTON, MA02116 X Signatures /s/ CORMORANT ASSET MANAGEMENT, LPBy: Cormorant Asset Management GP, LLC, its General Partner 04/20/2023 Signature of Reporting Person Date /s/ Bihua Chen 04/20/2023 Signature of Reporting Person Date /s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LPBy: Cormorant Global Healthcare GP, LLC, its General Partner 04/20/2023 Signature of Reporting Person Date /s/ CORMORANT PRIVATE HEALTHCARE FUND III LPBy: Cormorant Global Healthcare GP, LLC, its General PartnerBy: Bihua Chen, its Manager Member 04/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted average sale price of American Depository Shares ("ADS") purchased in a series of open market transactions on the transaction date at prices ranging from $10.73 to $11.45 per ADS. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by Fund III (as defined below). ( 2 )Information reported herein relates to ordinary shares represented by ADS owned by Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and Cormorant Private Healthcare Fund III, LP ("Fund III"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund and Fund III. Cormorant Global Healthcare GP, LLC ("GP LLC") and Cormorant Private Healthcare GP III, LLC ("GP III") serve as General Partner of the Master Fund and Fund III, respectively. Bihua Chen serves as manager of Cormorant, GP LLC and GP III. Each of the Reporting Persons disclaims beneficial ownership of the ordinary 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 ordinary shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose. ( 3 )Represents (i) 49,771,365 ordinary shares beneficially owned by the Master Fund and (ii) 15,703,177 ordinary shares beneficially owned by Fund III. ( 4 )Represents the weighted average sale price of ADS purchased in a series of open market transactions on the transaction date at prices ranging from $10.87 to $11.50 per ADS. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commissioner, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by Fund III. ( 5 )Represents (i) 49,771,365 ordinary shares beneficially owned by the Master Fund and (ii) 16,655,086 ordinary shares beneficially owned by Fund III. ( 6 )Represents the weighted average sale price of ADS purchased in a series of open market transactions on the transaction date at prices ranging from $11.45 to $11.65 per ADS. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commissioner, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by Fund III. ( 7 )Represents (i) 49,771,365 ordinary shares beneficially owned by the Master Fund and (ii) 17,541,720 ordinary shares beneficially owned by Fund III.

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).

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