Ponoi II Management Form 4 CONSTELLATION PHARMACEUTICALS / GROUP L P COLUMN ownership change

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^*

COLUMN GROUP L P

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

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

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

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

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)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		4,666,888	A	(1)	4,677,939	D(2)(3)(4)(5)
Common Stock	07/23/2018		C		79,155	A	(1)	79,155	I	See footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 A Preferred Stock	(1)	07/23/2018		C			11,000,000	(1)	(1)	Common Stock	999,180	$0.00	0	D(3)
Series B Preferred Stock	(1)	07/23/2018		C			8,333,333	(1)	(1)	Common Stock	756,955	$0.00	0	D(3)
Series D Preferred Stock	(1)	07/23/2018		C			970,159	(1)	(1)	Common Stock	88,124	$0.00	0	D(3)
Series E Preferred Stock	(1)	07/23/2018		C			3,555,555	(1)	(1)	Common Stock	415,244	$0.00	0	D(3)
Series E Preferred Stock	(1)	07/23/2018		C			444,444	(1)	(1)	Common Stock	51,905	$0.00	0	I	See footnote(6)
Series E-1 Preferred Stock	(1)	07/23/2018		C			6,502,856	(1)	(1)	Common Stock	590,689	$0.00	0	D(7)(8)
Series F Preferred Stock	(1)	07/23/2018		C			20,000,000	(1)	(1)	Common Stock	1,816,696	$0.00	0	D(9)(10)
Series F Preferred Stock	(1)	07/23/2018		C			300,000	(1)	(1)	Common Stock	27,250	$0.00	0	I	See footnote(6)

1. Name and Address of Reporting Person^*

COLUMN GROUP L P

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMN GROUP GP, LP

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PONOI CAPITAL, LP

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ponoi Management, LLC

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ponoi Capital II, LP

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA Ponoi Capi

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ponoi II Management, LLC

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOEDDEL DAVID V

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kutzkey Tim

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

Explanation of Responses:

1. On July 23, 2018, the Series A, Series B, Series D, 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 A, Series B, Series C, 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. Consists of 2,554,850 shares of common stock held directly by The Column Group, LP, 1,214,742 shares of common stock held directly by Ponoi Capital, LP and 908,347 shares of common stock held directly by Ponoi Capital II, LP.

3. The securities are directly held by The Column Group, LP, and indirectly held by The Column Group GP, LP, the general partner of The Column Group, LP. The managing partners of The Column Group GP, LP are David Goeddel and Peter Svennilson. The managing partners of The Column Group GP, LP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

4. The securities are directly held by Ponoi Capital, LP, and indirectly held by Ponoi Management, LLC, the general partner of Ponoi Capital, LP. The managing partners of Ponoi Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

5. The securities are directly held by Ponoi Capital II, LP, and indirectly held by Ponoi II Management, LLC, the general partner of Ponoi Capital II, LP. The managing partners of Ponoi II Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi II Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

6. The securities are held directly by The David V. and Alena Z. Goeddel 2004 Trust.

7. Consists of an aggregate of 3,251,428 shares of Series E-1 Preferred Stock, which were convertible into 295,347 shares of Common Stock, held directly by The Column Group, LP and 3,251,428 shares of Series E-1 Preferred Stock, which were convertible into 295,342 shares of Common Stock, held directly by Ponoi Capital, LP. The securities held by The Column Group, LP are indirectly held by The Column Group GP, LP, the general partner of The Column Group, LP.

8. (Continued from Footnote 7) The managing partners of The Column Group GP, LP are David Goeddel and Peter Svennilson. The managing partners of The Column Group GP, LP may be deemed to have voting and investment power with respect to such shares. The securities held by Ponoi Capital, LP are indirectly held by Ponoi Management, LLC, the general partner of Ponoi Capital, LP. The managing partners of Ponoi Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

9. Consists of an aggregate of 10,000,000 shares of Series F Preferred Stock, which were convertible into 908,349 shares of Common Stock, held directly by Ponoi Capital, LP and 10,000,000 shares of Series F Preferred Stock, which were convertible into 908,347 shares of Common Stock, held directly by Ponoi Capital II, LP. The securities held by Ponoi Capital, LP are indirectly held by Ponoi Management, LLC, the general partner of Ponoi Capital, LP.

10. (Continued from Footnote 9) The managing partners of Ponoi Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi Management, LLC may be deemed to have voting and investment power with respect to such shares. The securities held by Ponoi Capital II, LP are indirectly held by Ponoi II Management, LLC, the general partner of Ponoi Capital II, LP. The managing partners of Ponoi II Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi II Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

Remarks:

	/s/ Jennifer J. Carlson, as Attorney-in-Fact	07/23/2018
	** Signature of Reporting Person	Date
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