Filing Details

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

	SCHEDULE 13G
	Under the Securities Exchange Act of 1934
	(Amendment No. 3)*

	ContraFect Corporation
	(Name of Issuer)

	Common Stock, par value $0.0001 per share
	(Title of Class of Securities)

	212326102
	(CUSIP Number)

	December 31, 2018
	(Date of Event which Requires Filing of this Statement)

(1) Assumes the exercise of currently exercisable warrants.  See Item 4 below.

(1) Assumes the exercise of currently exercisable warrants.  See Item 4 below.

(1) Assumes the exercise of currently exercisable warrants.  See Item 4 below.

(1) Assumes the exercise of currently exercisable warrants.  See Item 4 below.

Item 1.

Item 2.

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)	Amount Beneficially Owned***
	Cormorant Global Healthcare Master Fund, LP – 5,272,342 shares as of 12/31/18 (2,594,086 as of the date of this filing) Cormorant Global Healthcare GP, LLC – 5,272,342 shares as of 12/31/18 (2,594,086 as of the date of this filing) Cormorant Asset Management, LP - 6,023,841 shares as of 12/31/18 (3,118,203 as of the date of this filing) Bihua Chen - 6,023,841  shares as of 12/31/18 (3,118,203 as of the date of this filing)
(b)	Percent of Class
	Cormorant Global Healthcare Master Fund, LP – 6.64% as of 12/31/18 (3.16% as of the date of this filing) Cormorant Global Healthcare GP, LLC – 6.64% as of 12/31/18 (3.16% as of the date of this filing) Cormorant Asset Management, LP – 7.30% as of 12/31/18 (3.78% as of the date of this filing) Bihua Chen – 7.30% as of 12/31/18 (3.78% as of the date of this filing)
(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 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 – 5,272,342 shares as of 12/31/18 (2,594,086 as of the date of this filing) Cormorant Global Healthcare GP, LLC – 5,272,342 shares as of 12/31/18 (2,594,086 as of the date of this filing) Cormorant Asset Management, LP - 6,023,841 shares as of 12/31/18 (3,118,203 as of the date of this filing) Bihua Chen - 6,023,841  shares as of 12/31/18 (3,118,203 as of the date of this filing)
	(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 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 – 5,272,342 shares as of 12/31/18 (2,594,086 as of the date of this filing) Cormorant Global Healthcare GP, LLC – 5,272,342 shares as of 12/31/18 (2,594,086 as of the date of this filing) Cormorant Asset Management, LP - 6,023,841 shares as of 12/31/18 (3,118,203 as of the date of this filing) Bihua Chen - 6,023,841  shares as of 12/31/18 (3,118,203 as of the date of this filing)

*** Shares reported herein for Cormorant Asset Management, LP include warrants exercisable for an additional 2,594,087 shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Fund”), as reported herein, and warrants exercisable for an additional 524,116 shares which are beneficially owned by a managed account (the “Account”).  Cormorant Global Healthcare GP, LLC serves as the general partner of the Fund, and Cormorant Asset Management, LP serves as the investment manager to both the Fund and the Account.  Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and of 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. Percentage calculations herein are based upon there being 74,409,556 issued and outstanding stock as of November 8, 2018 as reported in the Issuer’s 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 8, 2018.

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 [ X ].

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
1	Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2017.

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.

February 14, 2019