SEC Form 4 · accession 0000899243-18-020453

CONSTELLATION PHARMACEUTICALS INC · CNST

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Leo Guthart

10% Owner

Topspin Fund L.P.

10% Owner

LG Management, LLC

10% Owner

Topspin Biotech Fund II, L.P.

10% Owner

Period of report

Jul 23, 2018

Accepted (ET)

Jul 23, 2018 · 8:07 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 Stock^F1,F2	Jul 23, 2018	C	445,270	—	A	445,270	D
Common Stock^F1,F3	Jul 23, 2018	C	1,277,984	—	A	1,277,984	I	By Funds
Common Stock^F1,F4	Jul 23, 2018	C	54,770	—	A	54,770	I	By MSSB C/F Leo A. Guthart

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series E Preferred Stock^F2,F1	—	Jul 23, 2018	C	177,777	D	—	—	Common Stock	20,762	D
Series E-1 Preferred Stock^F2,F1	—	Jul 23, 2018	C	173,408	D	—	—	Common Stock	15,750	D
Series F Preferred Stock^F2,F1	—	Jul 23, 2018	C	4,500,000	D	—	—	Common Stock	408,758	D
Series E Preferred Stock^F3,F1	—	Jul 23, 2018	C	6,222,222	D	—	—	Common Stock	726,678	I
Series E-1 Preferred Stock^F3,F1	—	Jul 23, 2018	C	6,069,332	D	—	—	Common Stock	551,306	I
Series E Preferred Stock^F4,F1	—	Jul 23, 2018	C	266,667	D	—	—	Common Stock	31,143	I
Series E-1 Preferred Stock^F4,F1	—	Jul 23, 2018	C	260,114	D	—	—	Common Stock	23,627	I

Explanation of responses

F1On July 23, 2018, the 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 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.
F2The securities are directly held by Topspin Fund L.P. LG Management, LLC, the general partner of Topspin Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.
F3The securities are directly held by Topspin Biotech Fund L.P. LG Management, LLC, the general partner of Topspin Biotech Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.
F4The securities are held directly by individual retirement accounts in the name of Leo A. Guthart and as a result Leo A Guthart may be deemed to be the beneficial owner of such shares. Leo A. Guthart disclaims beneficial ownership of such shares, except to the extent of his indirect pecuniary interest in such shares.