Sec Form 3 Filing - Chen Bihua @ Biomea Fusion, Inc. - 2021-04-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Chen Bihua
2. Issuer Name and Ticker or Trading Symbol
Biomea Fusion, Inc. [ BMEA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
04/15/2021
(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
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 ) ( 1 ) ( 1 ) Common Stock 2,270,872 I See Footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chen Bihua
200 CLARENDON STREET, 52ND FLOOR
BOSTON, MA02116
X X
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 GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner, By: Bihua Chen, Managing Member 04/15/2021
Signature of Reporting Person Date
/s/ CORMORANT ASSET MANAGEMENT, LP, By: Cormorant Asset Management GP, LLC, its General Partner By: Bihua Chen, Managing Member 04/15/2021
Signature of Reporting Person Date
/s/ Bihua Chen 04/15/2021
Signature of Reporting Person Date
/s/ CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC, its General Partner By: Bihua Chen, Managing Member 04/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Series A Convertible Preferred Stock are convertible at any time at the holder's election, without payment of additional consideration. Such shares have no expiration date but are expected to convert into Common Stock automatically upon the closing of the Issuer's initial public offering.
( 2 )Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III") and a managed account (the "Account"). 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 shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 3 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 )Shares of Series A Convertible Preferred Stock reported herein represent, on an as-converted basis, (i) 517,078 shares held by the Master Fund, (ii) 1,717,232 shares held by Fund III, and (iii) 36,562 shares held by the Account.

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