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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PMV Pharmaceuticals, Inc. [ PMVP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/25/2020 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Commonn Stock | 09/25/2020 | P | 55,000 | A | $18 | 55,000 | D(1) | |||
| Common Stock | 09/29/2020 | C | 1,620,101 | A | (2) | 1,675,101 | D(1) | |||
| Common Stock | 09/29/2020 | C | 3,488,398 | A | (2) | 5,163,499 | D(1) | |||
| Common Stock | 09/29/2020 | C | 1,040,654 | A | (2) | 6,204,153 | D(1) | |||
| Common Stock | 09/29/2020 | C | 265,203 | A | (2) | 6,469,356 | D(1) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Seed Preferred Stock | (2) | 09/29/2020 | C | 1,620,101 | (2) | (2) | Common Stock | 1,620,101 | $0.00 | 0 | D(1) | ||||
| Series A Preferred Stock | (2) | 09/29/2020 | C | 3,488,398 | (2) | (2) | Common Stock | 3,488,398 | $0.00 | 0 | D(1) | ||||
| Series B Preferred Stock | (2) | 09/29/2020 | C | 1,040,654 | (2) | (2) | Common Stock | 1,040,654 | $0.00 | 0 | D(1) | ||||
| Series C Preferred Stock | (2) | 09/29/2020 | C | 265,203 | (2) | (2) | Common Stock | 265,203 | $0.00 | 0 | D(1) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities are directly held by InterWest Partners X, LP ("IW10"). InterWest Management Partners X, LLC ("IMP10"), as the general partner of IW10, may be deemed to beneficially own the shares held by IW10. Arnold L. Oronsky and Gilbert H. Kliman are Managing Directors of IMP10, and Khaled A. Nasr and Keal Desai are Venture Members of IMP10. Each of the foregoing persons may be deemed to beneficially own the shares held by IW10, and each foregoing person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 2. The shares of each of the Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Common Stock on a one to one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and have no expiration date. |
| Remarks: |
| Arnold L. Oronsky, a Managing Director of IMP X, is also a Director of the Issuer and has filed a separate Form 4 in his own name. |
| /s/ Karen Wilson, Attorney-in-Fact for InterWest Partners X, LP | 09/29/2020 | |
| /s/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners X, LLC | 09/29/2020 | |
| /s/ Karen Wilson, Attorney-in-Fact for Khaled A. Nasr | 09/29/2020 | |
| /s/ Karen Wilson, Attorney-in-Fact for Keval Desai | 09/29/2020 | |
| /s/ Karen Wilson, Attorney-in-Fact for Gilbert H. Kliman | 09/29/2020 | |
| ** 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). | ||
| 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. | ||