Commodore Capital LP

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Commodore Capital LP
CRD #304370
SEC #801-117168
CIK #0001831942
AUM 2,369.3 M (2026-03-31)
Employees 12 (50% Investors, 0% Brokers)
Fees
Minimum
Phone212-256-8600
Address444 Madison Avenue
New York, NY 10022
Source [IAPD] [EDGAR] [Website] [LinkedIn]
Total AUM ($B)
3.02.41.81.20.60.02010201520212027
Fees and Compensation — Form ADV Part 2A (3/31/2026) [Brochure]
ITEM 5 – FEES AND COMPENSATION

The fees applicable to each of the Funds are set forth in detail in the corresponding Offering Documents. A
brief summary of such fees is provided below.

Management Fee

Commodore charges the Funds a management fee based on the value of the Funds’ assets under
management (the “Management Fee”). The Management Fee ranges from 1.5% to 1.75% (per annum) of
the net assets of the Funds and is charged monthly in advance on the first business day of each calendar
month. The Management Fee is prorated for any period that is less than a full month.

Commodore has the authority to waive, reduce or calculate differently the Management Fee with respect to
any Investor in its sole discretion, including Investors that are partners, affiliates or employees of
Commodore or the General Partner, members of the immediate family of such persons and trusts or other
entities established by them or for their benefit and certain other persons in the discretion of Commodore.

For Special Investments, the Management Fee is charged on the lower of value or cost of such Special
Investment.

Incentive Allocation

Commodore and/or the General Partner may be paid performance-based compensation, which is
compensation that is based on a share of capital gains on or capital appreciation of the assets of the Funds.

The General Partner is entitled to a performance allocation from the Funds that ranges from 17.5% to 20%
of the net profits (including net unrealized gains) allocated to an Investor over a three- to five-year period
(the “Incentive Allocation Period”), subject to a loss carryforward provision. Depending on the
circumstances, the performance allocation with respect to Special Investments is calculated either at the
time of realization or at the end of the next Incentive Allocation Period.

The General Partner has the authority to waive, reduce or calculate differently the amount of performance
allocation with respect to any Investor in its sole discretion, including Investors that are partners, affiliates
or employees of Commodore or the General Partner, members of the immediate family of such persons and
trusts or other entities established by them or for their benefit and certain other persons in the discretion of
Commodore.

Expenses

In addition to paying Management Fees and performance-based compensation (if applicable), the Funds
will be subject to other expenses in accordance with their respective governing documents. Such expenses
include, without limitation: organizational expenses, including legal expenses and fees of any placement
agent or other broker; expenses related to compliance with applicable law or regulation, including expenses
related to U.S. and non-U.S. regulatory filings, compliance with the Alternative Investment Fund Managers
Directive 2011/61/EU, “blue sky” and “world sky” filings and anti-money laundering laws and regulations;
investment-related expenses (whether or not such investments are consummated), including commissions,
interest expenses and other indebtedness, investment-related legal costs, custodial fees, brokerage and
transaction costs, research and investment-related travel expenses, professional fees for consultants, “expert
networks,” “sourcing” consultants and other similar persons, data and research-related expenses (including
news and quotation equipment and services), costs of portfolio exposure and performance reporting, risk
management and trade order management expenses; ongoing operating expenses, including administrative
expenses for regulatory and legal compliance, accounting and tax accounting, communications equipment
and services and other back-office and mid-office services (including administrator fees and expenses),
litigation, investigation and indemnity expenses, audit, tax preparation and related advisory expenses,
insurance costs (including directors’ and officers’ insurance, errors and omissions insurance, cybersecurity
insurance and other similar policies), expenses of preparing and distributing reports to Investors (including
financial statements, tax returns and other reports), taxes, expenses of communications and meetings with
Investors, and extraordinary expenses.

Certain expenses may be attributable to more than one Client. Such shared expenses will, to the extent
permitted by the Clients’ governing documents, generally be apportioned among all participating Clients
pro rata based on, without limitation and depending on the nature of the expense, position size, fund size
(i.e., capital commitments or net asset value, as applicable), available cash, or in any other manner deemed
equitable by Commodore. The Firm seeks to allocate shared expenses for products and services benefitting
Commodore and the Client and not explicitly covered in the Client’s arrangements in a fair and reasonable
manner.
Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2026) [Brochure]
ITEM 7 – TYPES OF CLIENTS

Our current Clients are the Funds, as described in Item 4 above. The Funds are generally open to, among
others, institutions, pension plans, endowments, high net-worth individuals, financially sophisticated
individuals, and other sophisticated investors.

There are minimum investment requirements for investors in the Funds. In all cases, the minimum
investment required for a Fund is subject to waiver by Commodore to the extent permitted by applicable
law. Details can be found in the respective Offering Documents of the Funds.
Sector Form 13F Holdings Value ($B)
Relay Therapeutics Inc 0.2
Alkermes PLC 0.1
Imara Inc 0.1
UNUM Therapeutics Inc 0.1
Aeglea Biotherapeutics Inc 0.1
TYRA Biosciences Inc 0.1
Celldex Therapeutics Inc 0.1
Nuvalent Inc 0.1
Amylyx Pharmaceuticals Inc 0.1
Kymera Therapeutics Inc 0.1
View All
Holdings by Sector ($B)
3.02.41.81.20.60.02021202320252027
Type Form D Funds Date Sold AUM
HF Commodore Capital Master LP [2019-07-15] 891.5 M 2,369.3 M
Filed 2026-02-25 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $10,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown Accounts AUM ($B)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 3 2.4
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 3 2.4
By Discretionary
Discretionary 3 2.4
Non-Discretionary 0 0.0
Total 3 2.4
By Non-United States Persons
Non-United States Persons 0.7
United States Persons 1.6
Total 3 2.4
Form D Directors Role # Filings # Firms 2011 - 2026
Commodore Capital LP Executive Officer 2 2
Michael Kramarz Executive Officer 2 2
Egen Atkinson Executive Officer 2 2
Commodore Capital Domestic GP LP Executive Officer 1 1
EDGAR Form CIK 2011 - 2026
13F-HR [0001831942]
3 [0001831942]
4 [0001831942]
SC 13G [0001831942]
Form 13D/13G Filer Form 13D/13G Subject Filed
Commodore Capital LP Research Alliance Corp IV [2026-07-20]
Commodore Capital LP Avalo Therapeutics Inc [2026-06-18]
Commodore Capital LP Eyepoint Inc [2026-06-03]
Commodore Capital LP Editas Medicine Inc [2026-06-02]
Commodore Capital LP Research Alliance Corp III [2026-05-28]
Commodore Capital LP Relmada Therapeutics Inc [2026-05-04]
Commodore Capital LP JATT II Acquisition Corp [2026-04-24]
Commodore Capital LP Karyopharm Therapeutics Inc [2026-04-02]
Commodore Capital LP AN2 Therapeutics Inc [2026-03-16]
Commodore Capital LP Pepgen Inc [2026-03-11]
View All
Firm Profile (Form ADV)
ServesInstitutional
Fund TypesHedge Fund
LEI549300729275T4UVFT94
Form 3/4/5 Subject 2011 - 2026
Vera Therapeutics Inc
Commodore Capital LP
Vistagen Therapeutics Inc
Ambrx Biopharma Cayman Inc
Enliven Therapeutics Inc
Satsuma Pharmaceuticals Inc
Insider Transaction (Form 3/4/5) Date Action Shares Price Value ($)
Vera Therapeutics Inc VERA
Class A Common Stock
2024-01-10 Sell 1,050,000 $18.00 18,900,000
Vistagen Therapeutics Inc VTGN
Pre-Funded Warrants (Right to Buy) · derivative
2023-10-04 Grant 2,788,620
Vistagen Therapeutics Inc VTGN
Tranche 1 Warrants (Right to Buy) · derivative
2023-10-04 Grant 1,394,310
Vistagen Therapeutics Inc VTGN
Tranche 2 Warrants (Right to Buy) · derivative
2023-10-04 Grant 1,690,014
Vistagen Therapeutics Inc VTGN
Common Stock
2023-08-07 Buy 775,756 $23.15 17,958,751
Vera Therapeutics Inc VERA
Class A Common Stock
2023-06-20 Buy 448,217 $15.17 6,799,452
Enliven Therapeutics Inc ELVN
Common stock, par value $0.001 per share
2023-02-23 Other 729,891
Enliven Therapeutics Inc ELVN
Common stock, par value $0.001 per share
2023-02-23 Buy 621.75 $22.07 13,722
Enliven Therapeutics Inc IMRA
Common stock, par value $0.001 per share
2023-02-22 Buy 23,565 $5.11 120,417
Enliven Therapeutics Inc IMRA
Common stock, par value $0.001 per share
2023-02-21 Buy 8,194 $5.25 43,018
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2022-11-14 Sell 3,250,000 $0.71 2,307,500
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2021-11-24 Buy 2,922 $5.42 15,837
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2021-11-22 Buy 9,979 $5.49 54,785
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2021-11-19 Buy 3,225 $5.44 17,544
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2021-11-11 Buy 7,941 $6.05 48,043
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2021-11-10 Buy 9,622 $5.85 56,289
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2021-11-08 Buy 560 $5.99 3,354
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2021-11-05 Buy 7,800 $5.95 46,410
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2021-11-04 Buy 1,400 $5.88 8,232
Satsuma Pharmaceuticals Inc STSA
Common Stock, par value $0.0001 per share
2021-11-02 Buy 8,880 $5.64 50,083
showing 20 of 29 most recent transactions
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