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)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/30/2019 |
3. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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) |
Common Stock | 50,000(1) | I | By The Column Group II Management, LP(2)(3) |
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 A Preferred Stock | (4) | (4) | Common Stock | 2,463,659(1) | (4) | I | By The Column Group II, LP(3)(5) |
Series B Preferred Stock | (4) | (4) | Common Stock | 1,166,666(1) | (4) | I | By The Column Group II, LP(3)(5) |
Series C Preferred Stock | (4) | (4) | Common Stock | 727,008(1) | (4) | I | By The Column Group II, LP(3)(5) |
Series C Preferred Stock | (4) | (4) | Common Stock | 1,454,016(1) | (4) | I | By Ponoi Capital, LP(3)(6) |
Series C-2 Preferred Stock | (4) | (4) | Common Stock | 145,401(1) | (4) | I | By Ponoi Capital, LP(3)(6) |
Series C-2 Preferred Stock | (4) | (4) | Common Stock | 145,401(1) | (4) | I | By Ponoi Capital II, LP(3)(7) |
Explanation of Responses: |
1. The number of shares of common stock reflects a 1-for-6 reverse stock split, which became effective July 19, 2019. |
2. These shares are held directly by The Column Group II Management, LP. |
3. David Goeddel is a managing partner of The Column Group II GP, LP, which is the general partner of The Column Group II, LP. Dr. Goeddel is also a managing partner of The Column Group II Management, LP. Dr. Goeddel is also a managing partner of Ponoi Management, LLC, general partner of Ponoi Capital, LP, and a managing partner of Ponoi II Management, LLC, general partner of Ponoi Capital II, LP. Dr. Goeddel may be deemed to share voting and investment power with respect to the shares reported herein and disclaims beneficial ownership of the shares except to the extent of his pecuniary interests therein. |
4. Each share of Series A, Series B, Series C and Series C-2 Preferred Stock is convertible into approximately 0.166 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-6 reverse stock split of the common stock effected by the Issuer on July 19, 2019). Shares of Series A, Series B, Series C and Series C-2 Preferred Stock have no expiration date and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock, for no additional consideration. |
5. These shares are held directly by The Column Group II, LP. |
6. These shares are held directly by Ponoi Capital, LP. |
7. These shares are held directly by Ponoi Capital II, LP. |
Remarks: |
/s/ Karen C. Lam, attorney-in-fact for David V. Goeddel | 10/30/2019 | |
** 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. |