SEC Form 4 · accession 0000899243-18-020455
CONSTELLATION PHARMACEUTICALS INC · CNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Svennilson
Director · 10% Owner
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,F3 | Jul 23, 2018 | C | 4,666,888 | — | A | 4,677,939 | 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,F1 | — | Jul 23, 2018 | C | 11,000,000 | D | — | — | Common Stock | 999,180 | 0 | I |
| Series B Preferred StockF3,F4,F1 | — | Jul 23, 2018 | C | 8,333,333 | D | — | — | Common Stock | 756,955 | 0 | I |
| Series D Preferred StockF3,F4,F1 | — | Jul 23, 2018 | C | 970,159 | D | — | — | Common Stock | 88,124 | 0 | I |
| Series E Preferred StockF3,F4,F1 | — | Jul 23, 2018 | C | 3,555,555 | D | — | — | Common Stock | 415,244 | 0 | I |
| Series E-1 Preferred StockF5,F6,F1 | — | Jul 23, 2018 | C | 6,502,856 | D | — | — | Common Stock | 590,689 | 0 | I |
| Series F Preferred StockF7,F8,F1 | — | Jul 23, 2018 | C | 20,000,000 | D | — | — | Common Stock | 1,816,696 | 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.
- 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 Column Group GP, LP is the general partner of The Column Group, LP. Ponoi Management, LLC is the general partner of Ponoi Capital, LP. Ponoi II Management, LLC is the general partner of Ponoi Capital II, LP. The managing partners of The Column Group GP, LP are David Goeddel and Peter Svennilson. The managing partners of Ponoi Management, LLC and Ponoi II Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of The Column Group GP, LP, Ponoi Management, LLC and Ponoi II Management, LLC, including Peter Svennilson, may be deemed to have voting and investment power with respect to such shares. Mr. Svennilson disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein.
- F4The securities are held directly by The Column Group, LP.
- F5Consists 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.
- F6(Continued from Footnote 5) 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.
- F7Consists 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.
- F8(Continued from Footnote 7) 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.