Loading...
Docoh

GreenLight Biosciences (GRNA)

Filed: 14 Feb 22, 3:18pm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No.  __)*
 

 GreenLight Biosciences Holdings, PBC 
 (Name of Issuer) 

 Common Stock 
 (Title of Class of Securities) 

 39536G105 
 (CUSIP Number) 

 February 2, 2022 
 (Date of Event which Requires Filing of this Statement) 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]Rule 13d-1(b)
 
[x]Rule 13d-1(c)
 
[ ]Rule 13d-1(d)
 




___________________________________
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Cormorant Global Healthcare Master Fund, LP

2Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [ ]
 
(b) [x]
3SEC 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
 
2,811,932 shares
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
8 Shared Dispositive Power
 
2,811,932 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,811,932 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)*
 
2.29%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)

PN (Partnership)


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Global Healthcare GP, LLC
 
2Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [ ]
 
(b) [x]
3SEC 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
 
2,811,932 shares
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
8 Shared Dispositive Power
 
2,811,932 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,811,932 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)*
 
2.29%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Private Healthcare Fund II, LP
 
2Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [ ]
 
(b) [x]
3SEC 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
 
6,667,126 shares
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
8 Shared Dispositive Power
 
6,667,126 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,667,126 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)*
 
5.43%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Private Healthcare GP II, LLC
 
2Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [ ]
 
(b) [x]
3SEC 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
 
6,667,126 shares
 
Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
8 Shared Dispositive Power
 
6,667,126 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,667,126 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)*
 
5.43%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Cormorant Asset Management, LP
 
2Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [ ]
 
(b) [x]
3SEC 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
 
9,479,058 shares

Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
8 Shared Dispositive Power
 
9,479,058 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
9,479,058 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)*
 
7.72%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Bihua Chen
 
2Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [ ]
 
(b) [x]
3SEC 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
 
9,479,058 shares

Refer to Item 4 below.
7 Sole Dispositive Power
 
0 shares
8 Shared Dispositive Power
 
9,479,058 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
9,479,058 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)*
 
7.72%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN (Individual)


Item 1.
 
 (a)
Name of Issuer

  
GreenLight Biosciences Holdings, PBC
 
 (b)Address of Issuer’s Principal Executive Offices
  
 
200 Boston Avenue, Medford, MA 02155

Item 2.
 
 (a)
Name of Person Filing

  
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Private Healthcare Fund II, LP
Cormorant Private Healthcare GP II, 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 Private Healthcare Fund II, LP - Delaware
Cormorant Private Healthcare GP II, LLC - Delaware
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
 
 (d)Title of Class of Securities
  
Common Stock
 
 (e)CUSIP Number
  39536G105


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***
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 (a)Amount Beneficially Owned***
  
 
Cormorant Global Healthcare Master Fund, LP – 2,811,932 shares
Cormorant Global Healthcare GP, LLC – 2,811,932 shares
Cormorant Private Healthcare Fund II, LP – 6,667,126 shares
Cormorant Private Healthcare GP II, LLC – 6,667,126 shares
Cormorant Asset Management, LP – 9,479,058 shares
Bihua Chen – 9,479,058 shares
 (b)Percent of Class
  
 
Cormorant Global Healthcare Master Fund, LP – 2.29%
Cormorant Global Healthcare GP, LLC – 2.29%
Cormorant Private Healthcare Fund II, LP – 5.43%
Cormorant Private Healthcare GP II, LLC – 5.43%
Cormorant Asset Management, LP – 7.72%
Bihua Chen – 7.72%

 (c)
Number of shares as to which such person has:
 
  (i)sole power to vote or to direct the vote


   
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 Asset Management, LP - 0 shares
Bihua Chen - 0 shares
 
  (ii)shared power to vote or to direct the vote
   
 
Cormorant Global Healthcare Master Fund, LP – 2,811,932 shares
Cormorant Global Healthcare GP, LLC – 2,811,932 shares
Cormorant Private Healthcare Fund II, LP – 6,667,126 shares
Cormorant Private Healthcare GP II, LLC – 6,667,126 shares
Cormorant Asset Management, LP – 9,479,058 shares
Bihua Chen – 9,479,058 shares
  (iii)sole power to dispose or to direct the disposition of
   

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 Asset Management, LP - 0 shares
Bihua Chen - 0 shares
 
  (iv)shared power to dispose or to direct the disposition of
   
 
Cormorant Global Healthcare Master Fund, LP – 2,811,932 shares
Cormorant Global Healthcare GP, LLC – 2,811,932 shares
Cormorant Private Healthcare Fund II, LP – 6,667,126 shares
Cormorant Private Healthcare GP II, LLC – 6,667,126 shares
Cormorant Asset Management, LP – 9,479,058 shares
Bihua Chen – 9,479,058 shares
 

*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”) and Cormorant Private Healthcare Fund II, LP (“Fund II”), as reported herein.  Cormorant Global Healthcare GP, LLC and Cormorant Private Healthcare GP II, LLC serve as the general partners of the Master Fund and Fund II, respectively.  Cormorant Asset Management, LP serves as the investment manager to the Master Fund and Fund II.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP II, LLC and the general partner of Cormorant Asset Management, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
The percentages reported herein with respect to the Reporting Persons’ holdings are calculated based upon a statement in the Issuer’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on February 7, 2022, that there were 122,822,082 shares of Common Stock of the Issuer outstanding as of February 2, 2022.
 


Item 5.Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
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
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

ExhibitsExhibit

99.1Joint Filing Agreement by and among the Reporting Persons.
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
February 14, 2022
 


 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 PRIVATE HEALTHCARE FUND II, LP
 By: Cormorant Private Healthcare GP II, LLC
      its General Partner
  
 
By: /s/ Bihua Chen
 Bihua Chen, Managing Member
  
 CORMORANT PRIVATE HEALTHCARE GP II, 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