Topspin Fund Form 4 RAPT Therapeutics / LEO GUTHART 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^*

Topspin Fund L.P.

(Last) (First) (Middle)

THREE EXPRESSWAY PLAZA

(Street)

ROSLYN HEIGHTS NY 11577

(City) (State) (Zip)

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

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)
11/04/2019

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	11/04/2019		P		415,000	A	$12	2,575,371(1)(3)(4)	I	See Footnote(1)

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 B Preferred Stock	(2)	11/04/2019		C			1,641,666	11/04/2019	(2)	Common Stock	1,641,666	(2)	0	I	See footnotes 2, 3 and 4
Series C Preferred Stock	(2)	11/04/2019		C			363,504	11/04/2019	(2)	Common Stock	363,504	(2)	0	D
Series C-2 Preferred Stock	(2)	11/04/2019		C			155,201	11/04/2019	(2)	Common Stock	155,201	(2)	0	D

1. Name and Address of Reporting Person^*

Topspin Fund L.P.

(Last) (First) (Middle)

THREE EXPRESSWAY PLAZA

(Street)

ROSLYN HEIGHTS NY 11577

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Topspin Biotech Fund II, L.P.

(Last) (First) (Middle)

3 EXPRESSWAY PLAZA

(Street)

ROSLYN HEIGHTS NY 11577

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LG Management, LLC

(Last) (First) (Middle)

3 EXPRESSWAY PLAZA

(Street)

ROSLYN HEIGHTS NY 11577

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GUTHART LEO

(Last) (First) (Middle)

3 EXPRESSWAY PLAZA

(Street)

ROSLYN HEIGHTS NY 11577

(City) (State) (Zip)

Explanation of Responses:

1. Consists of (1) 1,641,666 shares held of record by Topspin Biotech Fund II, LP; and (ii) 933,705 shares held of record by Topspin Fund, LP. Each of Topspin Biotech Fund II, LP and Topspin Fund, LP disclaims beneficial ownership of the shares held of record by the other.

2. Each share of Series B, C and C-2 Preferred Stock shown in Column 5 converted into one share of Common Stock automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Giving effect to such conversion, the ownership by the reporting persons of the shares of the Issuer's common stock is as set forth in Note 1 above.

3. 1,641,666 of such shares are held directly by Topspin Biotech Fund II, L.P. LG Management, LLC, the general partner of Topspin Biotech Fund II, L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.

4. 933,705 of such shares are held directly by Topspin Fund L.P. LG Management, LLC, the general partner of Topspin Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.

	TOPSPIN FUND L.P., /s/ Leo A. Guthart, Managing Member of the General Partner	11/15/2019
	TOPSPIN BIOTECH FUND II, L.P., /s/ Leo A. Guthart, Managing Member of the General Partner	11/15/2019
	LG MANAGEMENT, LLC, /s/ Leo A. Guthart, Managing Member	11/15/2019
	/s/ Leo A. Guthart	11/15/2019
	** Signature of Reporting Person	Date
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