SEC FORM 4

SEC FORM 4 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
Ambrx Biopharma Inc. [ AMAM ]

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)
04/13/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Ordinary Shares	04/13/2023		P		1,193,808	A	$9.1602⁽¹⁾	60,693,808	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Ordinary Shares	04/14/2023		P		841,967	A	$9.958⁽⁵⁾	61,535,775	I	See Footnotes⁽³⁾⁽⁶⁾
Ordinary Shares	04/17/2023		P		562,121	A	$10.6729⁽⁷⁾	62,097,896	I	See Footnotes⁽³⁾⁽⁸⁾

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^*

Chen Bihua

(Last)

(First)

(Middle)

C/O CORMORANT ASSET MANAGEMENT, LP

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^*

Cormorant Private Healthcare Fund III LP

(Last)

(First)

(Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents the weighted average sale price of American Depository Shares ("ADS") purchased in a series of open market transactions on the transaction date at prices ranging from $8.77 to $9.50 per ADS. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by Fund III (as defined below).

2. In the Form 4 filed by the Reporting Persons on March 16, 2023, the securities reported as having been acquired inadvertently reflected the number of ADS acquired in such transactions rather than the number of ordinary shares represented by such ADS. Accordingly, the number of ordinary shares beneficially acquired by the Reporting Persons on March 14, 15 and 16, 2023 was 1,750,000, 1,750,000 and 3,500,000, respectively, and the Reporting Persons beneficially owned 59,500,000 ordinary shares following such acquisitions.

3. Information reported herein relates to ordinary shares represented by ADS owned by Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and Cormorant Private Healthcare Fund III, LP ("Fund III"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund and Fund III. 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 ordinary 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 ordinary shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

4. Represents (i) 49,771,365 ordinary shares beneficially owned by the Master Fund and (ii) 10,922,443 ordinary shares beneficially owned by Fund III.

5. Represents the weighted average sales price of ADS purchased in a series of open market transactions on the transaction date at prices ranging from $9.60 to $10.00 per ADS. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by Fund III.

6. Represents (i) 49,771,365 ordinary shares beneficially owned by the Master Fund and (ii) 11,764,410 ordinary shares beneficially owned by Fund III.

7. Represents the weighted average sales price of ADS purchased in a series of open market transactions on the transaction date at prices ranging from $10.22 to $11.00 per ADS. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of ADS purchased at each price. All of these ADS were purchased by Fund III.

8. Represents (i) 49,771,365 ordinary share beneficially owned by the Master Fund and (ii) 12,326,531 ordinary shares beneficially owned by Fund III.

	/s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC, its General Partner	04/17/2023
	/s/ Bihua Chen	04/17/2023
	/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner	04/17/2023
	/s/ CORMORANT PRIVATE HEALTHCARE FUND III LP By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, its Manager Member	04/17/2023
	** 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.

SEC Form 4 filed by Cormorant Asset Management, Lp