| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/30/2019 | 3. Issuer Name and Ticker or Trading Symbol RAPT Therapeutics, Inc. [ RAPT ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 100,000(1) | D | |
| Common Stock | 330,000(1) | I | By The Wong Family Trust Dated February 4, 2008(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Preferred Stock | (3) | (3) | Common Stock | 25,000(1) | (3) | I | By The Wong Family Trust Dated February 4, 2008(2) |
| Stock Option (right to buy) | (4) | 03/27/2028 | Common Stock | 200,000(1) | 6.18 | D | |
| Stock Option (right to buy) | (4) | 03/27/2029 | Common Stock | 66,666(1) | 6.3 | D | |
| Explanation of Responses: |
| 1. The number of shares of common stock reflects a 1-for-6 reverse stock split, which became effective July 19, 2019. |
| 2. The shares are held directly by The Wong Family Trust Dated February 4, 2008 for which the Reporting Person is a trustee. |
| 3. Each share of Series B Preferred Stock is convertible into approximately 0.166 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-6 reverse stock split of the common stock effected by the Issuer on July 19, 2019). Shares of Series B Preferred Stock have no expiration date and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock, for no additional consideration. |
| 4. Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years. |
| Remarks: |
| /s/ Karen C. Lam, attorney-in-fact for Brian Wong, M.D., Ph.D. | 10/30/2019 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
