General Description of Advisory Firm.
1. Commodore Capital LP.
Commodore Capital LP (the “Investment Manager,” “Commodore,” “we” or “us”) is a Delaware limited
partnership that commenced operations in 2019. Our offices are located in New York, New York.
2. Commodore Capital GP LLC.
Our general partner, Commodore Capital GP LLC, is a Delaware limited liability company (the
“Commodore General Partner”). Egen Atkinson and Michael Kramarz (the “Managing Partners”) together
own a majority interest in the Commodore General Partner and serve as co-managers. The Commodore
General Partner has ultimate responsibility for the management, operations, and investment decisions of
Commodore.
3. Commodore Capital Domestic GP LP.
Pursuant to relevant SEC guidance, Commodore’s registration on Form ADV will also include
Commodore Capital Domestic GP LP, which serves as general partner (the “Fund General Partner”) of
various related privately-offered vehicles in a “master-feeder” structure, including: Commodore Capital
Master LP, Commodore Capital Domestic LP and Commodore Capital Offshore Ltd. (each, a “Commodore
Fund” and together, the “Commodore Funds”). The Fund General Partner serves as the general partner of
Commodore Capital Master LP and Commodore Capital Domestic LP.
Description of Advisory Services.
This Brochure generally includes information about us and our relationships with our Clients (as defined
below). While much of this Brochure applies to all such Clients and affiliates, certain information included
herein applies to specific Clients or affiliates only.
1. Advisory Services.
We serve as an investment adviser with discretionary trading authority to the Commodore Funds (each,
a “Client”). We may also provide services to other investment funds, managed accounts or other products in
the future.
2. Investment Strategies and Types of Investments.
Each of the Commodore Funds has engaged Commodore as its discretionary investment manager. In that
capacity, Commodore manages the assets of each Commodore Fund and invests the assets of each
Commodore Fund in accordance with such Commodore Fund’s investment strategy.
Commodore conducts fundamental research into biotech and healthcare sector investment opportunities,
including but not limited to research on individual companies, products and services, drug and device
development pipelines, early stage medical research at academic and other research institutions, clinical
trials, specific product and service markets, intellectual property protection and litigation, political and
regulatory developments, and the dynamics of public securities markets. Commodore makes use of this
fundamental research to identify investment opportunities, determine how best to structure or “express” an
investment thesis, direct the purchase and sale of securities, negotiate structured investment transactions,
and generally manage and invest the assets of the Commodore Funds.
The Commodore Funds primarily invest in publicly traded biopharmaceutical equities. The Commodore
Funds also, from time to time, make investments in private companies or other “non-public” investment
opportunities (such illiquid investments, “Special Investments”), subject to certain limitations as set forth in
the applicable Memorandum.
The types of securities in which the Commodore
Funds may invest include, but are not limited to:
interests commonly referred to as securities, other financial instruments of U.S. and non-U.S. entities and
other assets, including capital stock; shares of beneficial interest; partnership interests and similar financial
instruments; bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies;
commodities; physical and intangible assets; interest rate, currency, commodity, equity and other derivative
products, including (a) futures contracts (and options thereon) relating to stock indices, currencies, U.S.
government securities and securities of non-U.S. governments, other financial instruments and all other
commodities, (b) swaps, options, swaptions, warrants, caps, collars, floors and forward rate agreements, (c)
spot and forward currency transactions and (d) agreements relating to or securing such transactions;
repurchase and reverse repurchase agreements; loans; accounts and notes receivable and payable held by
trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations;
mutual funds, exchange traded funds and similar financial instruments; money market funds; obligations of
the U.S. or any non-U.S. government, or any country, state, governmental agency or political subdivision
thereof; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and
any other obligations and instruments or evidences of indebtedness of whatever kind or nature that exist now
or are hereafter created.
Commodore expects to cause the Commodore Funds to invest any excess funds in money market
instruments, commercial paper, certificates of deposit, U.S. government obligations, or bankers’ acceptances
among other instruments or may hold such excess funds in interest-bearing or non-interest-bearing bank
accounts.
Commodore generally has broad investment authority with respect to its Clients, subject to certain pre-
agreed limitations applying on a portfolio-wide basis, and the particular investment objectives, strategies, fees
and risks of each Commodore Fund, and other relevant information, are contained in each Commodore Fund’s
confidential private placement memorandum (each, a “Memorandum”).
Clients may ask Commodore to, and Commodore may, provide investment advice with respect to other
investment securities and instruments as is consistent with each respective Client’s investment objective.
Tailoring Services to Client Needs.
Commodore neither tailors its advisory services to the needs of individual investors in the Commodore
Funds (“Investors”), nor accepts Investor-imposed investment restrictions other than limits which apply to all
Investors in an applicable Commodore Fund as set forth in each Commodore Fund’s Memorandum. Though
Commodore utilizes a similar strategy for all of the Commodore Funds, it may tailor the advisory services it
provides to Clients to the extent that certain investments cannot be held by certain of Commodore’s Clients
for legal, tax or portfolio concentration reasons.
Wrap Fee Programs
We do not currently participate in any Wrap Fee Programs.
Assets Under Management.
The Firm has regulatory assets under management of $1,356,387,341 as of December 31, 2023, all
managed on a discretionary basis.