Blackstone Holdings II Form 4 Galera Therapeutics / Clarus GP L.L.C. Blackstone ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Blackstone Clarus GP L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Galera Therapeutics, Inc. [ GRTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/12/2019		C		461,769	A	⁽¹⁾	461,769	I	See Footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/12/2019		C		301,001	A	⁽¹⁾	301,001	I	See Footnotes⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/12/2019		C		555,193	A	⁽¹⁾	555,193	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/12/2019		C		111,021	A	⁽¹⁾	111,021	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/12/2019		P		80,786	A	$12	542,555	I	See Footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/12/2019		P		52,660	A	$12	353,661	I	See Footnotes⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/12/2019		P		97,131	A	$12	652,324	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/12/2019		P		19,423	A	$12	130,444	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	11/12/2019		C			2,334,966	⁽¹⁾	⁽¹⁾	Common Stock	461,769	$0.00	0	I	See Footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	11/12/2019		C			1,552,035	⁽¹⁾	⁽¹⁾	Common Stock	301,001	$0.00	0	I	See Footnotes⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	11/12/2019		C			2,807,372	⁽¹⁾	⁽¹⁾	Common Stock	555,193	$0.00	0	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	11/12/2019		C			561,385	⁽¹⁾	⁽¹⁾	Common Stock	111,021	$0.00	0	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

Blackstone Clarus GP L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Clarus GP L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings II L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings I/II GP L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares of the Issuer's Series C redeemable convertible preferred stock ("Redeemable Convertible Preferred Stock") are convertible into shares of the Issuer's common stock ("Common Stock") on a 0.197763-for-one basis at the holder's election and have no expiration date. The Redeemable Convertible Preferred Stock will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.

2. These securities are held directly by Clarus IV-A, L.P.

3. These securities are held directly by Clarus IV-B, L.P.

4. These securities are held directly by Clarus IV-C, L.P.

5. These securities are held directly by Clarus IV-D, L.P. (collectively, with Clarus IV-A, L.P., Clarus IV-B, L.P. and Clarus IV-C, L.P., the "Clarus Funds").

6. The general partner of each of the Clarus Funds is Clarus IV GP, L.P. The general partner of Clarus IV GP, L.P. is Blackstone Clarus GP L.P. The general partner of Blackstone Clarus GP L.P. is Blackstone Clarus GP L.L.C. The sole member of Blackstone Clarus GP L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

7. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

8. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

9. Each of such Reporting Persons may be deemed to beneficially own the securities reported herein directly or indirectly controlled by it or him, but each (other than the Clarus Funds to the extent of their direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:

Due to the number of shares of Common Stock outstanding after the closing of the Issuer's initial public offering on November 12, 2019, the Reporting Persons are no longer 10% beneficial owners.

	BLACKSTONE CLARUS GP L.P., By: Blackstone Clarus GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	11/14/2019
	BLACKSTONE CLARUS GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	11/14/2019
	BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	11/14/2019
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	11/14/2019
	THE BLACKSTONE GROUP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	11/14/2019
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	11/14/2019
	/s/ Stephen A. Schwarzman	11/14/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Blackstone Holdings II Form 4Galera Therapeutics / Clarus GP L.L.C. Blackstone ownership change