UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

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

 
Prometheus Biosciences, Inc.
 
 
(Name of Issuer)
 

 
Common Stock
 
 
(Title of Class of Securities)
 

 
7439U108
 
 
(CUSIP Number)
 

 
June 3, 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:
[x]            Rule 13d-1(b)
[ ]            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.
**  Voluntary filing
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
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC 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
 
745,689 shares
 
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
745,689 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
745,689 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)*
 
1.90%
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
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC 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
 
745,689 shares
 
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
745,689 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
745,689 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)*
 
1.90%
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 III, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC 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
 
1,479,158 shares
 
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
1,479,158 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,479,158 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)*
 
3.77%
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 III, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC 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
 
1,479,158 shares
 
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
1,479,158 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,479,158 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)*
 
3.77%
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
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC 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
 
2,224,847 shares
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
2,224,847 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,224,847 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)*
 
5.68%
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
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC 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
 
2,224,847 shares
Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
2,224,847 shares
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,224,847 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)*
 
5.68%
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
IN (Individual)
 

Item 1.
(a)
Name of Issuer

 
Prometheus Biosciences, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
9410 Carroll Park Drive, San Diego, CA 92121

Item 2.
(a)
Name of Person Filing
 
Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Private Healthcare Fund III, LP
Cormorant Private Healthcare GP III, 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 III, LP - Delaware
Cormorant Private Healthcare GP III, LLC - Delaware
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
 
(d)
Title of Class of Securities
 
Common Stock
 
(e)
CUSIP Number
 
7439U108


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 – 745,689 shares
Cormorant Global Healthcare GP, LLC – 745,689 shares
Cormorant Private Healthcare Fund III, LP – 1,479,158 shares
Cormorant Private Healthcare GP III, LLC – 1,479,158 shares
Cormorant Asset Management, LP – 2,224,847 shares
Bihua Chen – 2,224,847 shares

(b)
Percent of Class
 
 
Cormorant Global Healthcare Master Fund, LP – 1.90%
Cormorant Global Healthcare GP, LLC – 1.90%
Cormorant Private Healthcare Fund III, LP – 3.77%
Cormorant Private Healthcare GP III, LLC – 3.77%
Cormorant Asset Management, LP – 5.68%
Bihua Chen – 5.68%

(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 III, LP – 0 shares
Cormorant Private Healthcare GP III, 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 – 745,689 shares
Cormorant Global Healthcare GP, LLC – 745,689 shares
Cormorant Private Healthcare Fund III, LP – 1,479,158 shares
Cormorant Private Healthcare GP III, LLC – 1,479,158 shares
Cormorant Asset Management, LP – 2,224,847 shares
Bihua Chen – 2,224,847 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 III, LP – 0 shares
Cormorant Private Healthcare GP III, 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 – 745,689 shares
Cormorant Global Healthcare GP, LLC – 745,689 shares
Cormorant Private Healthcare Fund III, LP – 1,479,158 shares
Cormorant Private Healthcare GP III, LLC – 1,479,158 shares
Cormorant Asset Management, LP – 2,224,847 shares
Bihua Chen – 2,224,847 shares

*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”) and Cormorant Private Healthcare Fund III, LP (“Fund III”), as reported herein.  Cormorant Global Healthcare GP, LLC, and Cormorant Private Healthcare GP III, LLC serve as the general partners of the Master Fund and Fund III, respectively. Cormorant Asset Management, LP serves as the investment manager to the Master Fund and Fund III.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP III, 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 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission on May 12, 2022, that there were 39,197,891 shares of Common Stock of the Issuer outstanding as of May 10, 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.

Exhibits     Exhibit

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 March 26, 2021.

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.
June 6, 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 III, LP
 
By: Cormorant Global Healthcare GP III, LLC
 
its General Partner
   
 
By: /s/ Bihua Chen
 
Bihua Chen, Managing Member
   
 
CORMORANT PRIVATE HEALTHCARE GP III, 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