Initial Statement of Beneficial Ownership (3)
04 Octobre 2019 - 10:34PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden hours per response...
0.5
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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. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/3/2019
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3. Issuer Name and Ticker or Trading Symbol
CONSTELLATION PHARMACEUTICALS INC [CNST]
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(Last)
(First)
(Middle)
C/O VENROCK, 7 BRYANT PARK, 23RD FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10018
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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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) |
Common Stock | 3616873 (1) | I | By Funds (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Venrock Healthcare Capital Partners III, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
| X |
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VHCP Co-Investment Holdings III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
| X |
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VHCP Management III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
| X |
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Venrock Healthcare Capital Partners II, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
| X |
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VHCP Co-Investment Holdings II, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
| X |
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VHCP Management II, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
| X |
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Koh Bong Y C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
| X |
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Shah Nimish P C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY 10018 |
| X |
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Signatures
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/s/ David L. Stepp, authorized signatory | | 10/4/2019 |
**Signature of Reporting Person | Date |
/s/ Bong Koh | | 10/4/2019 |
**Signature of Reporting Person | Date |
/s/ Nimish Shah | | 10/4/2019 |
**Signature of Reporting Person | Date |
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