Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

 

 

 

 

 

 

___________________________________

*  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).

 

CUSIP NO.

68062P106

CUSIP NO.

68062P106

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   943,404 shares   Refer to Item 4 below.
		7 Sole Dispositive Power   0 shares
		8 Shared Dispositive Power   943,404 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person   943,404 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)*   2.35% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions)   OO (Limited Liability Company)

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68062P106

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cormorant Private Healthcare Fund II, 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   1,684,920 shares   Refer to Item 4 below.
		7 Sole Dispositive Power   0 shares
		8 Shared Dispositive Power   1,684,920 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person   1,684,920 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)*   4.19% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions) PN (Partnership)

CUSIP NO.

68062P106

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   587,871 shares   Refer to Item 4 below.
		7 Sole Dispositive Power   0 shares
		8 Shared Dispositive Power   587,871 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person   587,871 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)*   1.46% 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   3,270,544 shares Refer to Item 4 below.
		7 Sole Dispositive Power   0 shares
		8 Shared Dispositive Power   3,270,544 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person   3,270,544 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)*   8.14% 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   3,270,544 shares Refer to Item 4 below.
		7 Sole Dispositive Power   0 shares
		8 Shared Dispositive Power   3,270,544 shares Refer to Item 4 below.
9	Aggregate Amount Beneficially Owned by Each Reporting Person   3,270,544 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)*   8.14% Refer to Item 4 below.
12	Type of Reporting Person (See Instructions)   IN (Individual)

CUSIP NO.

68062P106

Item 1.

 

Item 2.

 

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68062P106

 

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

CUSIP NO.

68062P106

 

CUSIP NO.

68062P106

 

*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”), Cormorant Private Healthcare Fund II, LP (“Fund II”) and Cormorant Private Healthcare Fund III, LP (“Fund III”), as reported herein, and a managed account (the “Account”).  Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP II, LLC and Cormorant Private Healthcare GP III, LLC serve as the general partners of the Master Fund, Fund II and Fund III, respectively.  Cormorant Asset Management, LP serves as the investment manager to the Master Fund, Fund II, Fund III and the Account.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare GP II, 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 (i) upon a statement in the Issuer’s Prospectus dated November 18, 2020, as filed with the Securities and Exchange Commission on November 19, 2020, that there would be 38,519,738 shares of Common Stock of the Issuer outstanding immediately after public offering to which the Prospectus related, without taking into account any additional shares of Common Stock that might be issued to the underwriters of the offering upon the exercise of their overallotment option, and (ii) the statement in the Issuer's press release dated November 23, 2020 that, at the closing of such offering, the Issuer sold an additional 1,650,000 shares of Common Stock in connection with the exercise in full by the underwriters of their option to purchase additional shares.

 

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

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

 

 

 

 

 

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

CUSIP NO.

68062P106

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.

 

 

CUSIP NO.

68062P106

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.

 

November 23, 2020

 

CUSIP NO.

68062P106

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated as of November 23, 2020, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund II, LP, Cormorant Private Healthcare GP II, LLC, Cormorant Private Healthcare Fund III, LP, Cormorant Private Healthcare GP III, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the “Filers”).

 

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock of Olema Pharmaceuticals, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.