Blackstone Clarus III L.L.C. Form 4 Praxis Precision Medicines / Clarus III L.L.C. Blackstone 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^*

Clarus Lifesciences III, L.P.

(Last)

(First)

(Middle)

C/O CLARUS VENTURES, LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Praxis Precision Medicines, Inc. [ PRAX ]

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)
10/20/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/20/2020		C		3,446,711	A	⁽¹⁾	4,147,645	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/20/2020		C		2,361,198	A	⁽¹⁾	6,508,843	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/20/2020		C		659,116	A	⁽¹⁾	7,167,959	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/20/2020		C		261,318	A	⁽¹⁾	7,429,277	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/20/2020		C		907,378	A	⁽¹⁾	907,378	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common Stock	10/20/2020		C		164,832	A	⁽¹⁾	7,594,109	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Redeemable Convertible Preferred Stock	⁽¹⁾	10/20/2020		C			7,375,799	⁽¹⁾	⁽¹⁾	Common Stock	3,446,711	$0.00	0	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series B Redeemable Convertible Preferred Stock	⁽¹⁾	10/20/2020		C			5,052,852	⁽¹⁾	⁽¹⁾	Common Stock	2,361,198	$0.00	0	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series B-1 Redeemable Convertible Preferred Stock	⁽¹⁾	10/20/2020		C			1,410,477	⁽¹⁾	⁽¹⁾	Common Stock	659,116	$0.00	0	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	10/20/2020		C			559,208	⁽¹⁾	⁽¹⁾	Common Stock	261,318	$0.00	0	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series C Redeemable Convertible Preferred Stock	⁽¹⁾	10/20/2020		C			1,941,748	⁽¹⁾	⁽¹⁾	Common Stock	907,378	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series C-1 Redeemable Convertible Preferred Stock	⁽¹⁾	10/20/2020		C			352,734	⁽¹⁾	⁽¹⁾	Common Stock	164,832	$0.00	0	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Clarus Lifesciences III, L.P.

(Last)

(First)

(Middle)

C/O CLARUS VENTURES, LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Clarus Ventures III GP, L.P.

(Last)

(First)

(Middle)

C/O CLARUS VENTURES, LLC

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Clarus III L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings I L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings II L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings I/II GP L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. All series of Preferred Stock of the Issuer automatically converted into common stock of the Issuer on a 1-for-2.14 basis. Each series of Preferred Stock had no expiration date.

2. Reflects securities held directly by Clarus Lifesciences III, L.P. Clarus Ventures III GP, L.P. is the general partner of Clarus Lifesciences III, L.P. Blackstone Clarus III L.L.C. is the general partner of Clarus Ventures III GP, L.P. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P.

3. Reflects securities held directly by BSOF Parallel Master Fund L.P. Blackstone Strategic Opportunity Associates L.L.C. is the general partner of BSOF Parallel Master Fund L.P. Blackstone Holdings II L.P. is the sole member of Blackstone Strategic Opportunity Associates L.L.C. Blackstone Alternative Solutions L.L.C. is the investment manager of BSOF Parallel Master Fund L.P. Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C.

4. The general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

5. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

6. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

7. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	CLARUS LIFESCIENCES III, L.P., By: Clarus Ventures III GP, L.P., its GP, By: Blackstone Clarus III L.L.C., its GP, By: Blackstone Holdings II L.P., its M. Member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Y. Hsi, Managing Director	10/22/2020
	CLARUS VENTURES III GP, L.P., By: Blackstone Clarus III L.L.C., its GP, By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Managing Director	10/22/2020
	BLACKSTONE CLARUS III L.L.C., By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Managing Director	10/22/2020
	BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Managing Director	10/22/2020
	BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Managing Director	10/22/2020
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Managing Director	10/22/2020
	THE BLACKSTONE GROUP INC., By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Managing Director	10/22/2020
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Y. Hsi, Name: Tabea Y. Hsi, Title: Managing Director	10/22/2020
	/s/ Stephen A. Schwarzman	10/22/2020
	** 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).
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Blackstone Clarus III L.L.C. Form 4Praxis Precision Medicines / Clarus III L.L.C. Blackstone ownership change