SEC Form 4 · accession 0000899243-18-020515
CONSTELLATION PHARMACEUTICALS INC · CNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ORBIMED ADVISORS LLC
10% Owner
OrbiMed Global Healthcare GP LLC
10% Owner
OrbiMed Capital GP VI LLC
10% Owner
Period of report
Jul 23, 2018
Accepted (ET)
Jul 24, 2018 · 4:46 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,F4 | Jul 23, 2018 | C | 317,921 | — | A | 317,921 | I | See footnote |
| Common StockF2,F4 | Jul 23, 2018 | P | 100,000 | $15.00 | A | 417,921 | I | See footnote |
| Common StockF1,F3,F4 | Jul 23, 2018 | C | 317,921 | — | A | 317,921 | I | See footnote |
| Common StockF3,F4 | Jul 23, 2018 | P | 100,000 | $15.00 | A | 417,921 | 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 F Preferred StockF2,F4,F1 | — | Jul 23, 2018 | C | 3,500,000 | D | — | — | Common Stock | 317,921 | 0 | I |
| Series F Preferred StockF3,F4,F1 | — | Jul 23, 2018 | C | 3,500,000 | D | — | — | Common Stock | 317,921 | 0 | I |
Explanation of responses
- F1On July 23, 2018, the Series F Preferred Stock converted into Common Stock on a 11.009-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series F Preferred Stock was 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 held of record by OrbiMed Global Healthcare Master Fund, L.P. OrbiMed Global Healthcare GP LLC is the sole general partner of OrbiMed Global Healthcare Master Fund, L.P., and OrbiMed Advisors LLC is the managing member of OrbiMed Global Healthcare GP LLC. By virtue of such relationships, OrbiMed Global Healthcare GP LLC and OrbiMed Advisors LLC may be deemed to have voting and investment power over the securities held by OrbiMed Global Healthcare Master Fund, L.P. and as a result may be deemed to have beneficial ownership over such securities.
- F3These securities are held of record by OrbiMed Private Investments VI, LP. OrbiMed Capital GP VI LLC is the sole general partner of OrbiMed Private Investments VI, LP, and OrbiMed Advisors LLC is the managing member of OrbiMed Capital GP VI LLC. By virtue of such relationships, OrbiMed Capital GP VI LLC and OrbiMed Advisors LLC may be deemed to have voting and investment power over the securities held by OrbiMed Private Investments VI, LP and as a result may be deemed to have beneficial ownership over such securities.
- F4This report on Form 4 is jointly filed by OrbiMed Capital GP VI LLC, OrbiMed Global Healthcare GP LLC and OrbiMed Advisors LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.