SEC Form 4 · accession 0000899243-18-020446
CONSTELLATION PHARMACEUTICALS INC · CNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David V Goeddel
10% Owner
COLUMN GROUP L P
10% Owner
Tim Kutzkey
10% Owner
COLUMN GROUP GP, LP
10% Owner
PONOI CAPITAL, LP
10% Owner
Ponoi Management, LLC
10% Owner
Ponoi Capital II, LP
10% Owner
Ponoi II Management, LLC
10% Owner
Period of report
Jul 23, 2018
Accepted (ET)
Jul 23, 2018 · 8:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001434418
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Jul 23, 2018 | C | 4,666,888 | — | A | 4,677,939 | D | |
| Common StockF1,F6 | Jul 23, 2018 | C | 79,155 | — | A | 79,155 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF3,F1 | — | Jul 23, 2018 | C | 11,000,000 | D | — | — | Common Stock | 999,180 | 0 | D |
| Series B Preferred StockF3,F1 | — | Jul 23, 2018 | C | 8,333,333 | D | — | — | Common Stock | 756,955 | 0 | D |
| Series D Preferred StockF3,F1 | — | Jul 23, 2018 | C | 970,159 | D | — | — | Common Stock | 88,124 | 0 | D |
| Series E Preferred StockF3,F1 | — | Jul 23, 2018 | C | 3,555,555 | D | — | — | Common Stock | 415,244 | 0 | D |
| Series E Preferred StockF6,F1 | — | Jul 23, 2018 | C | 444,444 | D | — | — | Common Stock | 51,905 | 0 | I |
| Series E-1 Preferred StockF7,F8,F1 | — | Jul 23, 2018 | C | 6,502,856 | D | — | — | Common Stock | 590,689 | 0 | D |
| Series F Preferred StockF9,F10,F1 | — | Jul 23, 2018 | C | 20,000,000 | D | — | — | Common Stock | 1,816,696 | 0 | D |
| Series F Preferred StockF6,F1 | — | Jul 23, 2018 | C | 300,000 | D | — | — | Common Stock | 27,250 | 0 | I |
Explanation of responses
- F1On July 23, 2018, the Series A, Series B, Series D, Series E-1 and Series F Preferred Stock converted into Common Stock on a 11.009-for-one basis, and the Series E Preferred Stock converted into Common Stock on a 8.56256-for-one basis, upon the closing of the Issuer's initial public offering without payment of consideration. The Series A, Series B, Series C, Series E, Series E-1 and Series F Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial pubic offering. The shares had no expiration date.
- F10(Continued from Footnote 9) The managing partners of Ponoi Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi Management, LLC may be deemed to have voting and investment power with respect to such shares. The securities held by Ponoi Capital II, LP are indirectly held by Ponoi II Management, LLC, the general partner of Ponoi Capital II, LP. The managing partners of Ponoi II Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi II Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
- F2Consists of 2,554,850 shares of common stock held directly by The Column Group, LP, 1,214,742 shares of common stock held directly by Ponoi Capital, LP and 908,347 shares of common stock held directly by Ponoi Capital II, LP.
- F3The securities are directly held by The Column Group, LP, and indirectly held by The Column Group GP, LP, the general partner of The Column Group, LP. The managing partners of The Column Group GP, LP are David Goeddel and Peter Svennilson. The managing partners of The Column Group GP, LP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
- F4The securities are directly held by Ponoi Capital, LP, and indirectly held by Ponoi Management, LLC, the general partner of Ponoi Capital, LP. The managing partners of Ponoi Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
- F5The securities are directly held by Ponoi Capital II, LP, and indirectly held by Ponoi II Management, LLC, the general partner of Ponoi Capital II, LP. The managing partners of Ponoi II Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi II Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
- F6The securities are held directly by The David V. and Alena Z. Goeddel 2004 Trust.
- F7Consists of an aggregate of 3,251,428 shares of Series E-1 Preferred Stock, which were convertible into 295,347 shares of Common Stock, held directly by The Column Group, LP and 3,251,428 shares of Series E-1 Preferred Stock, which were convertible into 295,342 shares of Common Stock, held directly by Ponoi Capital, LP. The securities held by The Column Group, LP are indirectly held by The Column Group GP, LP, the general partner of The Column Group, LP.
- F8(Continued from Footnote 7) The managing partners of The Column Group GP, LP are David Goeddel and Peter Svennilson. The managing partners of The Column Group GP, LP may be deemed to have voting and investment power with respect to such shares. The securities held by Ponoi Capital, LP are indirectly held by Ponoi Management, LLC, the general partner of Ponoi Capital, LP. The managing partners of Ponoi Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
- F9Consists of an aggregate of 10,000,000 shares of Series F Preferred Stock, which were convertible into 908,349 shares of Common Stock, held directly by Ponoi Capital, LP and 10,000,000 shares of Series F Preferred Stock, which were convertible into 908,347 shares of Common Stock, held directly by Ponoi Capital II, LP. The securities held by Ponoi Capital, LP are indirectly held by Ponoi Management, LLC, the general partner of Ponoi Capital, LP.