SEC Form 4 · accession 0000899243-18-020533

CONSTELLATION PHARMACEUTICALS INC · CNST

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

Reporting owner

Director · 10% Owner

Period of report

Jul 23, 2018

Accepted (ET)

Jul 24, 2018 · 7:15 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	2,705,334	—	A	2,716,384	I	By Funds
Common Stock^F2	Jul 23, 2018	P	266,667	$15.00	A	2,983,051	I	By Funds

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Preferred Stock^F2,F1	—	Jul 23, 2018	C	11,000,000	D	—	—	Common Stock	999,180	I
Series B Preferred Stock^F2,F1	—	Jul 23, 2018	C	10,650,000	D	—	—	Common Stock	967,389	I
Series D Preferred Stock^F2,F1	—	Jul 23, 2018	C	1,086,411	D	—	—	Common Stock	98,683	I
Series E Preferred Stock^F2,F1	—	Jul 23, 2018	C	2,285,640	D	—	—	Common Stock	266,934	I
Series E-1 Preferred Stock^F2,F1	—	Jul 23, 2018	C	3,107,930	D	—	—	Common Stock	282,308	I
Series F Preferred Stock^F2,F1	—	Jul 23, 2018	C	1,000,000	D	—	—	Common Stock	90,840	I

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.
F2These securities are directly held by Third Rock Ventures, L.P. ("TRV"). The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC"). Dr. Tepper is an individual manager of TRV GP LLC. Dr. Tepper disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares.