SEC Form 4 · accession 0000899243-18-020457
CONSTELLATION PHARMACEUTICALS INC · CNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Casdin Partners GP, LLC
10% Owner
Casdin Capital, LLC
10% Owner
Eli Casdin
10% Owner
Casdin Partners Master Fund, L.P.
10% Owner
Period of report
Jul 23, 2018
Accepted (ET)
Jul 23, 2018 · 8:12 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 | 345,783 | — | A | 345,783 | I | See footnote |
| Common StockF2 | Jul 23, 2018 | P | 266,667 | $15.00 | A | 612,450 | I | See footnote |
| Common StockF1,F3 | Jul 23, 2018 | C | 158,960 | — | A | 158,960 | 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 E Preferred StockF2,F1 | — | Jul 23, 2018 | C | 1,333,333 | D | — | — | Common Stock | 155,716 | 0 | I |
| Series E-1 Preferred StockF2,F1 | — | Jul 23, 2018 | C | 342,435 | D | — | — | Common Stock | 31,104 | 0 | I |
| Series F Preferred StockF2,F1 | — | Jul 23, 2018 | C | 1,750,000 | D | — | — | Common Stock | 158,963 | 0 | I |
| Series F Preferred StockF3,F1 | — | Jul 23, 2018 | C | 1,750,000 | D | — | — | Common Stock | 158,960 | 0 | 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.
- F2These securities are owned directly by Casdin Partners Master Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund LP, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.
- F3These securities are owned directly by Casdin Venture Opportunities Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Venture Opportunities Fund, LP, (ii) Casdin Venture Opportunities Fund GP, LLC, the general partner of Casdin Venture Opportunities Fund, LP, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Venture Opportunities Fund GP, LLC.