VHCP Management III Form 3 CONSTELLATION PHARMACEUTICALS / Bong Y Koh ownership change

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^*

Venrock Healthcare Capital Partners III, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2019

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)
Common Stock	3,616,873(1)	I	By Funds(2)

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

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners III, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings III, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management III, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners II, L.P.

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings II, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VHCP Management II, LLC

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Koh Bong Y

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shah Nimish P

(Last) (First) (Middle)

C/O VENROCK

7 BRYANT PARK, 23RD FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Explanation of Responses:

1. Consists of an aggregate of 1,923,958 shares of Common Stock held by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), 192,284 shares of Common Stock held by VHCP Co-Investment Holdings III, LLC ("Co-Invest III"), 1,067,801shares of Common Stock held by Venrock Healthcare Capital Partners II, L.P. ("VHCP II") and 432,830 shares of Common Stock held by VHCP Co-Investment Holdings II, LLC ("Co-Invest II") (collectively, the "VHCP Funds").

2. VHCP Management III, LLC ("VHCPM III") is the sole general partner and the sole manager of VHCP III and Co-Invest III, respectively, and may be deemed to own the shares held by VHCP III and Co-Invest III. VHCP Management II, LLC ("VHCPM II") is the sole general partner and the sole manager of VHCP II and Co-Invest II, respectively, and may be deemed to own the shares held by VHCP II and Co-Invest II. Bong Koh and Nimish Shah are the sole managers of VHCPM III and VHCPM II. Each of VHCPM III, VHCPM II and Drs. Koh and Shah disclaims beneficial ownership of all the shares held by the VHCP Funds except to the extent of their indirect proportionate pecuniary interest therein.

Remarks:

	/s/ David L. Stepp, authorized signatory	10/04/2019
	/s/ Bong Koh	10/04/2019
	/s/ Nimish Shah	10/04/2019
	** Signature of Reporting Person	Date
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