5AM Co-Investors IV Form 4 IDEAYA Biosciences / SCOTT M ROCKLAGE 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^*

5AM Ventures IV, L.P.

(Last) (First) (Middle)

C/O 5AM VENTURES

501 SECOND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IDEAYA Biosciences, Inc. [ IDYA ]

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)
05/28/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/28/2019		C		1,721,898(1)(2)	A	(2)	2,026,098(1)	I	See footnote(3)
Common Stock	05/28/2019		C		578,447(1)(4)	A	(4)	2,604,545(1)	I	See footnote(3)
Common Stock	05/28/2019		C		71,745(1)(2)	A	(2)	84,420(1)	I	See footnote(5)
Common Stock	05/28/2019		C		24,101(1)(4)	A	(4)	108,521(1)	I	See footnote(5)
Common Stock	05/28/2019		P		240,000	A	$10	2,844,545	I	See footnote(3)
Common Stock	05/28/2019		P		10,000	A	$10	118,521	I	See footnote(5)
Common Stock	05/28/2019		P		500,000	A	$10	500,000	I	See footnote(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	05/28/2019		C			1,721,898(1)	(2)	(2)	Common Stock	1,721,898(1)(2)	(2)	0	I	See footnote(3)
Series B Preferred Stock	(4)	05/28/2019		C			578,447(1)	(4)	(4)	Common Stock	578,447(1)(4)	(4)	0	I	See footnote(3)
Series A Preferred Stock	(2)	05/28/2019		C			71,745(1)	(2)	(2)	Common Stock	71,745(1)(2)	(2)	0	I	See footnote(5)
Series B Preferred Stock	(4)	05/28/2019		C			24,101(1)	(4)	(4)	Common Stock	24,101(1)(4)	(4)	0	I	See footnote(5)

1. Name and Address of Reporting Person^*

5AM Ventures IV, L.P.

(Last) (First) (Middle)

C/O 5AM VENTURES

501 SECOND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Co-Investors IV, L.P.

(Last) (First) (Middle)

501 SECOND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Partners IV, LLC

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last) (First) (Middle)

C/O 5AM VENTURES

501 SECOND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last) (First) (Middle)

C/O 5AM VENTURES

501 SECOND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

Explanation of Responses:

1. Reflects a 1-for-10.2564 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Each share of Series A Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

3. The shares are held by 5AM Ventures IV, L.P. ("Ventures IV"). 5AM Partners IV, LLC ("Partners IV") is the sole general partner of Ventures IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV, and have shared voting and investment power over the shares beneficially owned by Ventures IV. Each of Partners IV, Dr. Diekman, Mr. Schwab, and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or their pecuniary interest therein.

4. Each share of Series B Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

5. The shares are held by 5AM Co-Investors IV, L.P. ("Co-Investors IV"). Partners IV is the sole general partner of Co-Investors IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV, and have shared voting and investment power over the shares beneficially owned by Co-Investors IV. Each of Partners IV, Dr. Diekman, Mr. Schwab, and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or their pecuniary interest therein.

6. The shares are held by 5AM Opportunities I, L.P. ("Opportunities I"). 5AM Opportunities I (GP), LLC ("Opportunities I GP") is the sole general partner of Opportunities I. Kush Parmar and Andrew J. Schwab are the managing members of Opportunities I GP, and have shared voting and investment power over the shares beneficially owned by Opportunities I. Each of Opportunities I GP and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

	/s/ 5AM VENTURES IV, L.P., By: 5AM Partners IV, LLC, its General Partner	05/28/2019
	/s/ 5AM CO-INVESTORS IV, L.P., By: 5AM Partners IV, LLC, its General Partner	05/28/2019
	/s/ 5AM PARTNERS IV, LLC	05/28/2019
	/s/ Scott M. Rocklage	05/28/2019
	/s/ Andrew J. Schwab	05/28/2019
	** Signature of Reporting Person	Date
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