Column Form 4 RAPT Therapeutics / DAVID V GOEDDEL 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 II, LP

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT ]

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)
09/10/2021

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	09/10/2021		J(1)		1,166,666	D	$0.00	1,402,008	D(2)
Common Stock	09/10/2021		J(3)		279,710	A	$0.00	279,710	I	See Footnote(4)
Common Stock	09/10/2021		J(5)		279,710	D	$0.00	0	I	See Footnote(4)
Common Stock	09/10/2021		J(6)		72	A	$0.00	163	I	See Footnote(7)
Common Stock	09/10/2021		J(8)		84,307	A	$0.00	84,307	I	See Footnote(9)
Common Stock	09/10/2021		J(8)		84,307	A	$0.00	84,307	I	See Footnote(10)
Common Stock	09/10/2021		J(8)		48,652	A	$0.00	48,652	I	See Footnote(11)
Common Stock	09/10/2021		S		7,187	D	$35.1941(12)	77,120	I	See Footnote(9)
Common Stock	09/10/2021		S		7,320	D	$35.1875(13)	76,987	I	See Footnote(10)
Common Stock	09/10/2021		S		7,231	D	$35.1949(14)	41,421	I	See Footnote(11)
Common Stock	09/13/2021		S		4,803	D	$35.2506(15)	72,317	I	See Footnote(9)
Common Stock	09/13/2021		S		4,726	D	$35.2713(16)	72,261	I	See Footnote(10)
Common Stock	09/13/2021		S		4,788	D	$35.2845(17)	36,633	I	See Footnote(11)
Common Stock								1,599,417	I	See Footnote(18)
Common Stock								145,401	I	See Footnote(19)

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

1. Name and Address of Reporting Person^*

COLUMN GROUP II, LP

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Column Group II GP, LP

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PONOI CAPITAL, LP

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ponoi Management, LLC

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ponoi Capital II, LP

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ponoi II Management, LLC

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kutzkey Tim

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOEDDEL DAVID V

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Svennilson Peter

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Column Group LLC

(Last) (First) (Middle)

1 LETTERMAN DRIVE

BUILDING D, SUITE DM-900

(Street)

SAN FRANCISCO CA 94129

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by The Column Group II, LP ("TCG II LP") to its general and limited partners.

2. The securities are directly held by TCG II LP. The Column Group II GP, LP ("TCG II GP") is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG II GP are David Goeddel and Peter Svennilson (collectively, the "TCG II GP Managing Partners"). The TCG II GP Managing Partners may be deemed to share voting and investment power with respect to such shares. TCG II GP and each of the TCG II GP Managing Partners disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares.

3. Represents a change in the form of ownership of TCG II GP by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common stock of the Issuer for no consideration by TCG II LP.

4. The securities are directly held by TCG II GP. The TCG II GP Managing Partners may be deemed to share voting and investment power with respect to such shares. Each of the TCG II Managing Partners disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares

5. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by TCG II GP to its partners.

6. Represents a change in the form of ownership of The Column Group, LLC ("TCG LLC") by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common stock of the Issuer for no consideration by TCG II GP.

7. The securities are directly held TCG LLC. The managing members of TCG LLC are the TCG II GP Managing Partners and Tim Kutzkey (collectively, the "Ponoi Managing Partners"). The Ponoi Managing Partners may be deemed to share voting and investment power with respect to such shares. Each of the Ponoi Managing Partners disclaims beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares.

8. Represents a change in the form of ownership of the Ponoi Managing Partners by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common stock of the Issuer for no consideration by TCG II GP.

9. These securities are directly held by David Goeddel.

10. These securities are directly held by Peter Svennilson.

11. These securities are directly held by Tim Kutzkey.

12. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.69, inclusive. David Goeddel undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (12) to this Form 4.

13. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.68, inclusive. Peter Svennilson undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (13) to this Form 4.

14. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.69, inclusive. Tim Kutzkey undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (14) to this Form 4.

15. 15. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.65, inclusive. David Goeddel undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (15) to this Form 4.

16. 16. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.69, inclusive. Peter Svennilson undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (16) to this Form 4.

17. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.68, inclusive. Tim Kutzkey undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (17) to this Form 4.

18. The securities are directly held by Ponoi Capital, LP ("Ponoi LP"). Ponoi Management, LLC ("Ponoi LLC") is the general partner of Ponoi LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of Ponoi LLC are the Ponoi Managing Partners. The Ponoi Managing Partners may be deemed to share voting and investment power with respect to such shares. Ponoi LLC and the each of the Ponoi Managing Partners disclaims beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares.

19. The securities are directly held by Ponoi Capital II, LP ("Ponoi II LP"). Ponoi II Management, LLC ("Ponoi II LLC") is the general partner of Ponoi II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of Ponoi II LLC are the Ponoi Managing Partners. The Ponoi Managing Partners may be deemed to share voting and investment power with respect to such shares. Ponoi II LLC and the each of the Ponoi Managing Partners disclaims beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares.

Remarks:

	/s/ James Evangelista, as Attorney-in-fact for David Goeddel	09/14/2021
	/s/ James Evangelista, as Attorney-in-fact for Peter Svennilson	09/14/2021
	/s/ James Evangelista, as Attorney-in-fact for Tim Kutzkey	09/14/2021
	/s/ James Evangelista, as Attorney-in-fact for Ponoi Capital II LP	09/14/2021
	/s/ James Evangelista, as Attorney-in-fact for Ponoi II Management LLC	09/14/2021
	/s/ James Evangelista, as Attorney-in-fact for Ponoi Capital LP	09/14/2021
	/s/ James Evangelista, as Attorney-in-fact for Ponoi Management LLC	09/14/2021
	/s/ James Evangelista, as Attorney-in-fact for The Column Group II LP	09/14/2021
	/s/ James Evangelista, as Attorney-in-fact for The Column Group II GP LP	09/14/2021
	/s/ James Evangelista, as Attorney-in-fact for The Column Group LLC	09/14/2021
	** Signature of Reporting Person	Date
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