Rock Springs Capital Management LP

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Rock Springs Capital Management LP
CRD #168648
SEC #801-78511
CIK #0001595725, 0001735397
AUM 2,426.3 M (2026-03-24)
Employees 17 (47% Investors, 0% Brokers)
Fees
Minimum
Phone410-220-0130
Address650 S Exeter Street
Baltimore, MD 21202
Source [IAPD] [EDGAR] [Website] [LinkedIn]
Total AUM ($B)
6.04.83.62.41.20.02010201520212027
Fees and Compensation — Form ADV Part 2A (3/24/2026) [Brochure]
Item 5: Fees and Compensation
Compensation Payable to Rock Springs

Rock Springs’ compensation for the investment advisory services it provides to the Funds is comprised
of, in each case, an asset-based management fee (which is calculated as of the first day of each calendar
quarter) and incentive compensation (which is allocated/paid annually in arrears and upon withdrawals
and distributions) that is based on the performance achieved for the account of each Investor, subject to
a benchmark or a hurdle and high water mark (as applicable), which amounts are deducted from the

Form ADV Part 2A | Rock Springs Capital Management LP                           March 25, 2026

Funds. The fees and expenses applicable to each Fund are set forth in detail in each of the Fund’s
Governing Fund Documents.

Rock Springs’ fee schedule is omitted because this brochure is only being delivered to qualified
purchasers as defined in the Investment Company Act of 1940, as amended (the “Investment Company
Act”).

Rock Springs’ compensation is negotiable and Rock Springs may, in its sole discretion, elect to waive,
reduce or calculate differently any compensation with respect to any person, including partners or
employees of Rock Springs or its affiliates, such persons’ family members and trusts or other entities
established for the benefit of such persons or their family members (collectively, and together with Rock
Springs and its affiliates, “Related Persons”).

Organizational, Operating and Other Expenses

As a general matter, expenses borne by the Feeder Funds are set forth in the relevant Governing Fund
Documents. The Feeder Funds bear all of their organizational, operating and other costs and expenses,
as well as indirectly bear their pro rata share of the applicable Master Fund’s organizational, operating
and other expenses, including investment-related expenses (e.g., costs and expenses associated with the
investigation of investment opportunities (whether or not consummated) (which also includes expenses
relating to attendance at medical and industry conferences), research, negotiating, financing, sourcing,
acquiring, holding, hedging, settling and disposing of its investments) or other transaction costs,
including travel expenses (including, for the avoidance of doubt, research and investigation-related
travel (which includes first-class airfare in accordance with Rock Springs’ travel policy)), transaction
fees, consulting (e.g., expert network fees), fees and reasonable out-of-pocket expenses incurred by an
independent investor representative, advisory, investment banking, legal and other professional fees
relating to investments or contemplated investments, the Master Fund’s brokerage commissions,
information-related expenses (including costs and expenses associated with Bloomberg, FactSet, market
data and market data feeds, vendors of portfolio analytics software (e.g., best execution analytical
software) and tools and other similar costs and expenses), clearing and settlement charges, custodial
fees, interest expenses, appraisal fees and expenses, expenses, interest charges and costs incurred in
connection with any credit facilities, expenses incurred in collection of monies owed to the applicable
Fund, legal, auditing and accounting expenses (including, but not limited to, expenses associated with
the preparation of the applicable Fund’s financial statements, any tax returns and with respect to
Schedules K-1), out-of-pocket costs incurred by Rock Springs (including its counsel) relating to the
preparation of regulatory filings or the determination of whether such regulatory filings are necessary,
and any other costs associated with such regulatory filings related to the Funds or Rock Springs with
respect to the Funds (including, but not limited to Schedules D, F, G and/or 13H filings, Section 16
filings, Form PF filings, Form N-PX, Form SHO and Hart-Scott-Rodino), insurance expenses (including
directors’ and officers’ insurance, errors and omissions insurance, cybersecurity insurance and other
similar policies), fees and expenses of the Funds’ administrators, organizational expenses, expenses
relating to the ongoing offer and sale of interests and withdrawals and transfers thereof, including, but
not limited to legal expenses incurred by the Feeder Funds and Rock Springs in amending the Feeder
Funds’ confidential offering documents, printing and mailing costs, management fees, any entity-level
taxes, fees or other governmental charges levied against the Funds or any special purpose vehicle, all
litigation-related and indemnification expenses, wind-up and liquidation expenses, extraordinary
expenses and expenses comparable to any of the foregoing. The Feeder Funds also bear their pro rata
share of the third-party expenses incurred by the applicable Master Fund in relation to its compliance
obligations with respect to applicable anti-money laundering laws or the laws, regulations, and executive

Form ADV Part 2A | Rock Springs Capital Management LP                              March 25, 2026

orders administered by the Treasury Department’s Office of Foreign Assets Control or other laws or
regulations by any person in any relevant jurisdiction, including expenses incurred with respect to the
preparation of compliance manuals and ongoing training.

The Feeder Funds share all items of profit, loss, income and expense of the applicable Master Fund on
a pro rata basis in accordance with their respective capital account balances in the Master Fund, unless,
in the judgment of Rock Springs, tax, regulatory, legal or other considerations make such pro rata
arrangements inappropriate; provided that costs, fees and expenses incurred for the benefit of only a
Domestic Fund or an Offshore Fund will be allocated solely to such Domestic Fund or Offshore Fund,
respectively.

Rock Springs Personnel Compensation

All remuneration paid to Rock Springs, the General Partner and their respective principals, officers,
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/24/2026) [Brochure]
Item 7: Types of Clients
Rock Springs provides investment advisory services to the Funds. Investment advice is provided
directly to the Funds, subject to the direction and control of the General Partner, and not individually to
the Investors. Investors in the Funds may include, but are not limited to, high net worth individuals,
family offices, funds of hedge funds, endowments, foundations, trusts, charitable organizations, pension
plans, and corporate or business entities.

Details concerning applicable Investor suitability criteria are set forth in the respective Fund’s
Governing Fund Documents. The minimum commitment for an Investor is outlined in the respective
Fund’s Governing Fund Documents, but is generally $10 million. However, Rock Springs and/or its
affiliates maintain discretion to accept less than the minimum investment threshold. Each Investor is
required to meet certain suitability qualifications, such as being an “accredited investor” within the
meaning set forth in Regulation D under the Securities Act of 1933, as amended, and a “qualified
purchaser” as defined in Section 2(a)(51) of the Investment Company Act.

Form ADV Part 2A | Rock Springs Capital Management LP                               March 25, 2026
Sector Form 13F Holdings Value ($B)
Revolution Medicines Inc 0.1
Lilly Eli & Co 0.1
Synta Pharmaceuticals Corp 0.1
Mirum Pharmaceuticals Inc 0.1
Argenx SE 0.1
Rhythm Pharmaceuticals Inc 0.1
Insmed Inc 0.1
Ascendis Pharma A/S 0.0
Xenon Pharmaceuticals Inc 0.0
Desert Gateway Inc 0.0
View All
Holdings by Sector ($B)
6.04.83.62.41.20.02013201720222027
Type Form D Funds Date Sold AUM
HF Four Pines Master Fund LP [2020-03-30] 186.0 M 311.1 M
Filed 2026-03-20 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $10,000,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
HF Rock Springs Capital Master Fund LP [2014-01-22] 2,472.6 M 2,115.2 M
Filed 2026-01-21 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown Accounts AUM ($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 6 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 6 2.4
By Discretionary
Discretionary 6 2.4
Non-Discretionary 0 0.0
Total 6 2.4
By Non-United States Persons
Non-United States Persons 0.6
United States Persons 1.9
Total 6 2.4
Form D Directors Role # Filings # Firms 2011 - 2026
Kris Jenner Executive Officer 7 2
Gordon Bussard Executive Officer 4 2
Graham McPhail Executive Officer 4 2
Rock Springs Capital Management LP Executive Officer 4 2
Rock Springs General Partner LLC Executive Officer 2 2
Four Pines General Partner LLC Executive Officer 2 2
EDGAR Form CIK 2011 - 2026
13F-HR [0001595725]
3 [0001595725]
4 [0001595725]
SC 13G [0001595725]
3 [0001735397]
4 [0001735397]
Form 13D/13G Filer Form 13D/13G Subject Filed
Rock Springs Capital Management LP Aclaris Therapeutics Inc [2024-11-22]
Rock Springs Capital Management LP Travere Therapeutics Inc [2024-05-01]
Rock Springs Capital Management LP Xilio Therapeutics Inc [2024-02-14]
Rock Springs Capital Management LP Agios Pharmaceuticals Inc [2023-02-14]
Rock Springs Capital Management LP Aeglea Biotherapeutics Inc [2023-02-14]
Rock Springs Capital Management LP Inozyme Pharma Inc [2022-04-25]
Rock Springs Capital Management LP Mereo Biopharma Group PLC [2022-02-15]
Rock Springs Capital Management LP Tempest Therapeutics Inc [2022-01-03]
Rock Springs Capital Management LP Compass Therapeutics Inc [2021-12-30]
Rock Springs Capital Management LP Tempest Therapeutics Inc [2021-07-08]
View All
Firm Profile (Form ADV)
Discretionary AUM$0.3B
ServesInstitutional
Fund TypesHedge Fund
LEI5493004NKG0T3VM7NZ08
Form 3/4/5 Subject 2011 - 2026
Rock Springs Capital Master Fund LP
Rock Springs Capital Management LP
Rock Springs Capital LLC
Tempest Therapeutics Inc
Xilio Therapeutics Inc
Four Pines Master Fund LP
Theseus Pharmaceuticals Inc
Verve Therapeutics Inc
Atea Pharmaceuticals Inc
Inozyme Pharma Inc
View All
Insider Transaction (Form 3/4/5) Date Action Shares Price Value ($)
Xilio Therapeutics Inc XLO
Common Stock
2021-10-26 Conversion 756,472
Xilio Therapeutics Inc XLO
Series C Preferred Stock · derivative
2021-10-26 Conversion 7,186,490
Xilio Therapeutics Inc XLO
Series C Preferred Stock · derivative
2021-10-26 Conversion 1,437,297
Xilio Therapeutics Inc XLO
Common Stock
2021-10-26 Buy 500,000 $16.00 8,000,000
Xilio Therapeutics Inc XLO
Common Stock
2021-10-26 Conversion 151,294
Theseus Pharmaceuticals Inc THRX
Series B Convertible Preferred Stock · derivative
2021-10-12 Conversion 349,320
Theseus Pharmaceuticals Inc THRX
Common Stock
2021-10-12 Buy 250,000 $16.00 4,000,000
Theseus Pharmaceuticals Inc THRX
Common Stock
2021-10-12 Conversion 87,329
Theseus Pharmaceuticals Inc THRX
Common Stock
2021-10-12 Conversion 349,320
Theseus Pharmaceuticals Inc THRX
Series B Convertible Preferred Stock · derivative
2021-10-12 Conversion 87,329
Verve Therapeutics Inc VERV
Common Stock
2021-06-21 Conversion 556,298
Verve Therapeutics Inc VERV
Common Stock
2021-06-21 Buy 370,000 $19.00 7,030,000
Verve Therapeutics Inc VERV
Common Stock
2021-06-21 Conversion 152,926
Verve Therapeutics Inc VERV
Series B Preferred Stock · derivative
2021-06-21 Conversion 1,416,023
Verve Therapeutics Inc VERV
Series B Preferred Stock · derivative
2021-06-21 Conversion 5,151,043
Atea Pharmaceuticals Inc AVIR
Series D Convertible Preferred Stock · derivative
2020-11-03 Conversion 178,063
Atea Pharmaceuticals Inc AVIR
Series D-1 Convertible Preferred Stock · derivative
2020-11-03 Conversion 104,340
Atea Pharmaceuticals Inc AVIR
Series D Convertible Preferred Stock · derivative
2020-11-03 Conversion 890,313
Atea Pharmaceuticals Inc AVIR
Common Stock
2020-11-03 Buy 7,292 $24.00 175,008
Atea Pharmaceuticals Inc AVIR
Common Stock
2020-11-03 Buy 242,708 $24.00 5,824,992
showing 20 of 38 most recent transactions
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