Statement of Changes in Beneficial Ownership (4)
07 Octobre 2019 - 11:36PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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
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COLUMN GROUP L P |
2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION PHARMACEUTICALS INC
[
CNST
]
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5. 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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(Last)
(First)
(Middle)
1700 OWENS STREET, SUITE 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/3/2019
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(Street)
SAN FRANCISCO, CA 94158
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/3/2019
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P
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1331764 (1)
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A
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$8.5
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6009702
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D (2)(3)(4)(5)
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Common Stock
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10/3/2019
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P
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80000
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A
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$8.5
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159155
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I (6)
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See footnote
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Consists of 665,882 shares of common stock held directly by Ponoi Capital, LP and 665,882 shares of common stock held directly by Ponoi Capital II, LP.
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(2)
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Consists of 2,554,850 shares of common stock held directly by The Column Group, LP, 1,880,623 shares of common stock held directly by Ponoi Capital, LP and 1,574,229 shares of common stock held directly by Ponoi Capital II, LP. The reported number of shares held directly by Ponoi Capital, LP was decreased by one share to accurately match the issuer's records.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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(6)
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The securities are held directly by The David V. and Alena Z. Goeddel 2004 Trust.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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COLUMN GROUP L P 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA 94158
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X
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COLUMN GROUP GP, LP 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA 94158
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X
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PONOI CAPITAL, LP 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA 94158
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X
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Ponoi Management, LLC 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA 94158
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X
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Ponoi Capital II, LP 1700 OWENS STREET STE 500 SAN FRANCISCO, CA 94158
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X
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Ponoi II Management, LLC 1700 OWENS STREET, SUITE 500 SAN FRANCISCO, CA 94158
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X
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GOEDDEL DAVID V C/O COLUMN GROUP LP 1700 OWENS STREET, SUITE 500 SAN FRANCISCO, CA 94158
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X
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Kutzkey Tim 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA 94158
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X
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Svennilson Peter 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA 94158
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X
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Signatures
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Jennifer J. Carlson, Attorney-in-Fact
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10/7/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 control number.
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