| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/06/2026 |
3. Issuer Name and Ticker or Trading Symbol
BlossomHill Therapeutics, Inc. [ BLSM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 1,599,993(2) | (1) | I | See footnote(3)(4) |
| Series B Preferred Stock | (1) | (1) | Common Stock | 1,701,541(5) | (1) | I | See Footnote(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Series A Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") is convertible into 1 share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The Preferred Stock has no expiration date. |
| 2. Represents (i) 1,228,315 shares issuable upon conversion of shares of Series A Preferred Stock beneficially owned by Fund III (defined below), (ii) 371,678 shares issuable upon conversion of shares of Series A Preferred Stock beneficially owned by Master Fund (defined below). |
| 3. Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III"), Cormorant Private Healthcare Fund V, LP ("Fund V") and Cormorant Private Healthcare Fund VI, LP ("Fund VI"). Cormorant Global Healthcare GP, LLC ("GP LLC"), Cormorant Private Healthcare GP III, LLC ("GP III"), Cormorant Private Healthcare GP V, LLC ("GP V") and Cormorant Private Healthcare GP VI, LLC ("GP VI") serve as General Partner of the Master Fund, Fund III, Fund V and Fund VI, respectively. |
| 4. Bihua Chen serves as manager of Cormorant, GP LLC, GP III, GP V and GP VI. 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 3 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. |
| 5. Represents (i) 274,912 shares issuable upon conversion of shares of Series B Preferred Stock beneficially owned by Master Fund (defined above), (ii) 1,052,460 shares issuable upon conversion of shares of Series B Preferred Stock beneficially owned by Fund V (defined above) and (iii) 374,169 shares issuable upon conversion of shares of Series B Preferred Stock beneficially owned by Fund VI (defined above). |
| Remarks: |
| Master Fund, Fund III, Fund V and Fund VI may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. |
| /s/ Bihua Chen | 08/06/2026 | |
| CORMORANT ASSET MANAGEMENT, LP By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| CORMORANT PRIVATE HEALTHCARE FUND V, LP By: Cormorant Private Healthcare GP V, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| CORMORANT PRIVATE HEALTHCARE FUND VI, LP By: Cormorant Private Healthcare GP VI, LLC, its General Partner By: /s/ Bihua Chen, Managing Member | 08/06/2026 | |
| ** 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 5 (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. | ||