SEC Form 4 · accession 0000899243-18-020454
CONSTELLATION PHARMACEUTICALS INC · CNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 23, 2018
Accepted (ET)
Jul 23, 2018 · 8:08 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 | Jul 23, 2018 | C | 349,853 | — | A | 349,853 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series E Preferred StockF2,F1 | — | Jul 23, 2018 | C | 888,888 | D | — | — | Common Stock | 103,811 | 0 | D |
| Series E-1 Preferred StockF2,F1 | — | Jul 23, 2018 | C | 1,208,678 | D | — | — | Common Stock | 109,788 | 0 | D |
| Series F Preferred StockF2,F1 | — | Jul 23, 2018 | C | 1,500,000 | D | — | — | Common Stock | 136,254 | 0 | D |
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 Spur Ventures II, L.P., and indirectly held by Spur Capital Partners, LLC, the manager of Spur Ventures II, L.P. Spur Capital Management II, LLC is the general partner of Spur Ventures II, L.P. Spur Capital Partners, LLC may be deemed to have voting and investment power with respect to such shares.