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 CONSTELLATION PHARMACEUTICALS INC [ CNST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/23/2018 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 07/23/2018 | C | 345,783 | A | (1) | 345,783 | I(2) | See footnote | ||
| Common Stock | 07/23/2018 | P | 266,667 | A | $15 | 612,450 | I(2) | See footnote | ||
| Common Stock | 07/23/2018 | C | 158,960 | A | (1) | 158,960 | I(3) | See footnote | ||
| 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 E Preferred Stock | (1) | 07/23/2018 | C | 1,333,333 | (1) | (1) | Common Stock | 155,716 | $0.00 | 0 | I(2) | See footnote | |||
| Series E-1 Preferred Stock | (1) | 07/23/2018 | C | 342,435 | (1) | (1) | Common Stock | 31,104 | $0.00 | 0 | I(2) | See footnote | |||
| Series F Preferred Stock | (1) | 07/23/2018 | C | 1,750,000 | (1) | (1) | Common Stock | 158,963 | $0.00 | 0 | I(2) | See footnote | |||
| Series F Preferred Stock | (1) | 07/23/2018 | C | 1,750,000 | (1) | (1) | Common Stock | 158,960 | $0.00 | 0 | I(3) | See footnote | |||
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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On July 23, 2018, the Series E-1 and Series F Preferred Stock converted into Common Stock on a 11.009-for-one basis, and the Series E Preferred Stock converted into Common Stock on a 8.56256-for-one basis, upon the closing of the Issuer's initial public offering without payment of consideration. The Series E, Series E-1 and Series F Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial pubic offering. The shares had no expiration date. |
| 2. These securities are owned directly by Casdin Partners Master Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund LP, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. |
| 3. These securities are owned directly by Casdin Venture Opportunities Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Venture Opportunities Fund, LP, (ii) Casdin Venture Opportunities Fund GP, LLC, the general partner of Casdin Venture Opportunities Fund, LP, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Venture Opportunities Fund GP, LLC. |
| Remarks: |
| Casdin Capital, LLC, By: Eli Casdin, Managing Member, /s/ Eli Casdin | 07/23/2018 | |
| Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, General Partner, By: Eli Casdin, Managing Member, /s/ Eli Casdin | 07/23/2018 | |
| Casdin Partners GP, LLC, By: Eli Casdin, Managing Member, /s/ Eli Casdin | 07/23/2018 | |
| Eli Casdin, /s/ Eli Casdin | 07/23/2018 | |
| Casdin Venture Opportunities Fund, LP, Casdin Venture Opportunities Fund GP, LLC, General Partner, By: Eli Casdin, Managing Member, /s/ Eli Casdin | 07/23/2018 | |
| Casdin Venture Opportunities Fund GP, LLC, By: Eli Casdin, Managing Member, /s/ Eli Casdin | 07/23/2018 | |
| ** 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. | ||