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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/11/2021 | 3. Issuer Name and Ticker or Trading Symbol Prometheus Biosciences, Inc. [ RXDX ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 2,500,000 | (1) | I | See Footnote(4)(5) |
Series D-1 Convertible Preferred Stock | (2) | (2) | Common Stock | 508,885 | (2) | I | See Footnote(4)(5) |
Series D-2 Convertible Preferred Stock | (3) | (3) | Common Stock | 721,956 | (3) | I | See Footnote(4)(5) |
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. Shares of Series C Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series C Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series C Preferred Stock has no expiration date. |
2. Shares of Series D-1 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series D-1 Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-1 Preferred Stock has no expiration date. |
3. Shares of Series D-2 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series D-2 Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-2 Preferred Stock has no expiration date. |
4. The shares reported herein represent, (i) 855,000 shares of Series C Preferred Stock held by Nestle Health Science US Holdings, Inc. ("NHS"), (ii) 508,885 shares of Series D-1 Preferred Stock held by NHS, (iii) 721,956 shares of Series D-2 Preferred Stock held by NHS and (iv) 1,645,000 shares of Series C Preferred Stock held by Societe des Produits Nestle S.A. ("SPN"). NHS is a wholly owned subsidiary of NIMCO US, Inc. ("NIMCO"). NIMCO, in turn, is a wholly-owned subsidiary of Nestle US Holdco, Inc. ("Nestle US Holdco"), which is a wholly-owned subsidiary of SPN. The ultimate parent company of NHS, NIMCO, Nestle US Holdco and SPN is Nestle S.A. ("Nestle"). Each of these entities may be deemed to share voting and investment power with respect to all shares of Series C Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock held by NHS. |
5. (Continued from Footnote 4) Additionally, Nestle may be deemed to share voting and investment power with respect to all shares of Series C Preferred Stock held by SPN. |
Remarks: |
SOCIETE DES PRODUITS NESTLE S.A. By: /s/ Claudio Kuoni, Name: Claudio Kuoni, Title: Vice President | 03/11/2021 | |
NESTLE S.A. By: /s/ Gregory Behar, Name: Gregory Behar, Title: Deputy Executive Vice President | 03/11/2021 | |
** 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 5 (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. |