SEC Form 4 · accession 0000899243-18-020448
CONSTELLATION PHARMACEUTICALS INC · CNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony B Evnin
Director · 10% Owner
Period of report
Jul 23, 2018
Accepted (ET)
Jul 23, 2018 · 8:04 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 | Jul 23, 2018 | C | 2,385,902 | — | A | 2,385,902 | I | By Funds |
| Common StockF5,F3,F4 | Jul 23, 2018 | P | 133,334 | $15.00 | A | 2,519,236 | I | By Funds |
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,F4,F6,F1 | — | Jul 23, 2018 | C | 9,500,000 | D | — | — | Common Stock | 862,927 | 0 | I |
| Series B Preferred StockF3,F4,F7,F1 | — | Jul 23, 2018 | C | 3,750,000 | D | — | — | Common Stock | 340,627 | 0 | I |
| Series D Preferred StockF3,F4,F8,F1 | — | Jul 23, 2018 | C | 664,894 | D | — | — | Common Stock | 60,394 | 0 | I |
| Series E Preferred StockF3,F4,F9,F1 | — | Jul 23, 2018 | C | 888,888 | D | — | — | Common Stock | 103,809 | 0 | I |
| Series E-1 Preferred StockF3,F4,F10,F1 | — | Jul 23, 2018 | C | 1,208,674 | D | — | — | Common Stock | 109,786 | 0 | I |
| Series F Preferred StockF3,F4,F11,F1 | — | Jul 23, 2018 | C | 10,000,000 | D | — | — | Common Stock | 908,359 | 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.
- F10Consists of an aggregate of 1,090,590 shares of Series E-1 Preferred Stock ("Series E-1 Stock"), which were convertible into 99,062 shares of Common Stock, held by Venrock Associates V, 25,622 shares of Series E-1 Stock, which were convertible into 2,326 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 92,462 shares of Series E-1 Stock, which were convertible into 8,398 shares of Common Stock, held by Venrock Partners V.
- F11Consists of an aggregate of 1,804,600 shares of Series F Preferred Stock ("Series F Stock"), which were convertible into 163,925 shares of Common Stock, held by Venrock Associates V, 42,400 shares of Series F Stock, which were convertible into 3,856 shares of Common Stock, held by Venrock Entrepreneurs Fund V, 153,000 shares of Series F Stock, which were convertible into 13,901 shares of Common Stock, held by Venrock Partners V, 5,692,000 shares of Series F Stock, which were convertible into 517,031 shares of Common Stock, held by Venrock Healthcare Capital Partners II and 2,308,000 shares of Series F Stock, which were convertible into 209,646 shares of Common Stock, held by VHCP Co-Investment Holdings II.
- F2Consists of an aggregate of 1,497,120 shares of Common Stock held by Venrock Associates V, 35,175 shares of Common Stock held by Venrock Entrepreneurs Fund V, 126,930 shares of Common Stock held by Venrock Partners V, 517,031 shares of Common Stock held by Venrock Healthcare Capital Partners II and 209,646 shares of Common Stock held by VHCP Co-Investment Holdings II.
- F3Venrock Management V, LLC ("VM5"), Venrock Partners Management V, LLC ("VPM5"), and VEF Management V, LLC ("VEFM5") are the sole general partners of Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively with Venrock Associates V and Venrock Partners V, the "Venrock Funds"), respectively, and may be deemed to own the shares held by the Venrock Funds. VM5, VPM5 and VEFM5 disclaim beneficial ownership of all the shares held by the Venrock Funds except to the extent of their proportionate pecuniary interest therein. Dr. Evnin is a member of VM5, VPM5 and VEFM5 and may be deemed to own the shares held by the Venrock Funds.
- F4(Continued from Footnote 3) Dr. Evnin disclaims beneficial ownership of all the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. VHCP Management II, LLC ("VHCPM"), is the sole general partner and the sole manager of Venrock Healthcare Capital Partners II, L.P. and VHCP Co-Investment Holdings II, LLC (collectively with Venrock Healthcare Capital Partners II, the "VHCP II Funds"), respectively, and may be deemed to own the shares held by the VHCP II Funds. Dr. Evnin disclaims beneficial ownership of all the shares held by the VHCP II Funds except to the extent of his proportionate pecuniary interest therein.
- F5Consists of an aggregate of 60,156 shares of Common Stock purchased by Venrock Associates V, 1,415 shares of Common Stock purchased by Venrock Entrepreneurs Fund V, 5,096 shares of Common Stock purchased by Venrock Partners V, 60,607 shares of Common Stock purchased by Venrock Healthcare Capital Partners II and 6,060 shares of Common Stock purchased by VHCP Co-Investment Holdings II.
- F6Consists of an aggregate of 8,571,854 shares of Series A Preferred Stock ("Series A Stock"), which were convertible into 778,621 shares of Common Stock, held by Venrock Associates V, 201,398 shares of Series A Stock, which were convertible into 18,293 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 726,748 shares of Series A Stock, which were convertible into 66,013 shares of Common Stock, held by Venrock Partners V.
- F7Consists of an aggregate of 3,383,625 shares of Series B Preferred Stock ("Series B Stock"), which were convertible into 307,350 shares of Common Stock, held by Venrock Associates V, 79,500 shares of Series B Stock, which were convertible into 7,220 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 286,875 shares of Series B Stock, which were convertible into 26,057 shares of Common Stock, held by Venrock Partners V.
- F8Consists of an aggregate of 599,934 shares of Series D Preferred Stock ("Series D Stock"), which were convertible into 54,494 shares of Common Stock, held by Venrock Associates V, 14,096 shares of Series D Stock, which were convertible into 1,280 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 50,864 shares of Series D Stock, which were convertible into 4,620 shares of Common Stock, held by Venrock Partners V.
- F9Consists of an aggregate of 1,031,199 shares of Series E Preferred Stock ("Series E Stock"), which were convertible into 93,668 shares of Common Stock, held by Venrock Associates V, 24,228 shares of Series E Stock, which were convertible into 2,200 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 87,429 shares of Series E Stock, which were convertible into 7,941 shares of Common Stock, held by Venrock Partners V.