SEC Form 4 · accession 0000899243-18-020534
CONSTELLATION PHARMACEUTICALS INC · CNST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark J Levin
10% Owner
Kevin P Starr
10% Owner
THIRD ROCK VENTURES LP
10% Owner
TRV GP, LLC
10% Owner
Third Rock Ventures GP, L.P.
10% Owner
Period of report
Jul 23, 2018
Accepted (ET)
Jul 24, 2018 · 7:19 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 | 2,705,334 | — | A | 2,716,384 | D | |
| Common StockF2 | Jul 23, 2018 | P | 266,667 | $15.00 | A | 2,983,051 | D |
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 StockF2,F1 | — | Jul 23, 2018 | C | 11,000,000 | D | — | — | Common Stock | 999,180 | 0 | D |
| Series B Preferred StockF2,F1 | — | Jul 23, 2018 | C | 10,650,000 | D | — | — | Common Stock | 967,389 | 0 | D |
| Series D Preferred StockF2,F1 | — | Jul 23, 2018 | C | 1,086,411 | D | — | — | Common Stock | 98,683 | 0 | D |
| Series E Preferred StockF2,F1 | — | Jul 23, 2018 | C | 2,285,640 | D | — | — | Common Stock | 266,934 | 0 | D |
| Series E-1 Preferred StockF2,F1 | — | Jul 23, 2018 | C | 3,107,930 | D | — | — | Common Stock | 282,308 | 0 | D |
| Series F Preferred StockF2,F1 | — | Jul 23, 2018 | C | 1,000,000 | D | — | — | Common Stock | 90,840 | 0 | D |
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.
- 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"). The individual managers of TRV GP LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP, TRV GP LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares