Bright Minds Biosciences Form 4 / Bihua Chen ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cormorant Asset Management, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BRIGHT MINDS BIOSCIENCES INC. [ DRUG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/15/2024		P		238,097	A	$4.5304⁽¹⁾	690,506	I	See Footnote⁽²⁾
Common Shares	10/15/2024		P		63,173	A	$5.924⁽³⁾	753,679	I	See Footnote⁽²⁾
Common Shares	10/15/2024		P		33,343	A	$6.4247⁽⁴⁾	787,022	I	See Footnote⁽²⁾
Common Shares	10/15/2024		P		8,900	A	$7.3052⁽⁵⁾	795,922	I	See Footnote⁽²⁾
Common Shares	10/15/2024		P		2,600	A	$8.804⁽⁶⁾	798,522	I	See Footnote⁽²⁾
Common Shares	10/15/2024		P		2,700	A	$9.2624⁽⁷⁾	801,222	I	See Footnote⁽²⁾
Common Shares	10/15/2024		P		19,169	A	$11.7169⁽⁸⁾	820,391	I	See Footnote⁽²⁾
Common Shares	10/15/2024		P		4,609	A	$12.3513⁽⁹⁾	825,000	I	See Footnote⁽²⁾
Common Shares	10/16/2024		P		39,743	A	$23.215⁽¹⁰⁾	864,743	I	See Footnote⁽²⁾
Common Shares	10/16/2024		P		7,150	A	$24.03⁽¹¹⁾	871,893	I	See Footnote⁽²⁾
Common Shares	10/16/2024		P		3,107	A	$25.222⁽¹²⁾	875,000	I	See Footnote⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Cormorant Asset Management, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cormorant Global Healthcare Master Fund, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chen Bihua

(Last)

(First)

(Middle)

C/O CORMORANT ASSET MANAGEMENT, LP

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $4.16 to $4.89 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission (the "SEC"), the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund (as defined below).

2. Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"). Cormorant Global Healthcare GP, LLC ("GP LLC") serves as general partner of the Master Fund. Bihua Chen serves as the managing member of GP LLC and the general partner of Cormorant. 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 4 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. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $5.42 to $6.15 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

4. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $6.16 to $7.12 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

5. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $7.28 to $7.59 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

6. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $8.80 to $8.905 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

7. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $9.26 to $9.31 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

8. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $11.18 to $12.125 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

9. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $12.16 to $12.50 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

10. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $22.76 to $23.73 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

11. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $23.775 to $24.74 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

12. Represents the weighted average sale price of common shares purchased in a series of open market transactions on the transaction date at prices ranging from $24.78 to $25.705 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. All of these shares were purchased by the Master Fund.

	CORMORANT ASSET MANAGEMENT, LP By: /s/ Bihua Chen, Managing Member	10/17/2024
	CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner By: /s/ Bihua Chen, Managing Member	10/17/2024
	/s/ Bihua Chen	10/17/2024
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Bright Minds Biosciences (DRUG) Form 4BRIGHT MINDS BIOSCIENCES / Bihua Chen ownership change