OrbiMed Capital GP VI Form 3 Initial statement of insider ownership

SEC Form 3

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^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2018

3. Issuer Name and Ticker or Trading Symbol
CONSTELLATION PHARMACEUTICALS INC [ CNST ]

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

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

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 F Preferred Stock	(1)	(1)	Common Stock	317,921	(1)	I	See Footnote(2)
Series F Preferred Stock	(1)	(1)	Common Stock	317,921	(1)	I	See Footnote(3)

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OrbiMed Global Healthcare GP LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VI LLC

(Last) (First) (Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The Series F Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

2. These securities are held of record by OrbiMed Global Healthcare Master Fund, L.P. OrbiMed Global Healthcare GP LLC is the sole general partner of OrbiMed Global Healthcare Master Fund, L.P., and OrbiMed Advisors LLC is the managing member of OrbiMed Global Healthcare GP LLC. By virtue of such relationships, OrbiMed Global Healthcare GP LLC and OrbiMed Advisors LLC may be deemed to have voting and investment power over the securities held by OrbiMed Global Healthcare Master Fund, L.P. and as a result may be deemed to have beneficial ownership over such securities.

3. These securities are held of record by OrbiMed Private Investments VI, LP. OrbiMed Capital GP VI LLC is the sole general partner of OrbiMed Private Investments VI, LP, and OrbiMed Advisors LLC is the managing member of OrbiMed Capital GP VI LLC. By virtue of such relationships, OrbiMed Capital GP VI LLC and OrbiMed Advisors LLC may be deemed to have voting and investment power over the securities held by OrbiMed Private Investments VI, LP and as a result may be deemed to have beneficial ownership over such securities.

Remarks:

Exhibit Index - Exhibit 24.1 Power of Attorney Exhibit Index - Exhibit 24.2 Power of Attorney

	/s/ Douglas Coon, as Attorney-in-Fact for Jonathan T. Silverstein	07/18/2018
	/s/ Douglas Coon, as Attorney-in-Fact for Sven H. Borho	07/18/2018
	/s/ Douglas Coon, as Attorney-in-Fact for Carl L. Gordon	07/18/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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