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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION PHARMACEUTICALS INC [ CNST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/03/2019 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/03/2019 | P | 2,823,529(1) | A | $8.5 | 5,342,765(2) | I | By Funds(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Consists of an aggregate of 550,770 shares of Common Stock purchased by Venrock Healthcare Capital Partners II, L.P. ("VHCP II"), 223,184 shares of Common Stock purchased by VHCP Co-Investment Holdings II, LLC ("Co-Invest II"), 1,863,351 shares of Common Stock purchased by Venrock Healthcare Capital Partners III, L.P. ("VHCP III") and 186,224 shares of Common Stock purchased by VHCP Co-Investment Holdings III, LLC ("Co-Invest III") (collectively, the "VHCP Funds") pursuant to that certain Securities Purchase Agreement, dated October 1, 2019, by and among the Issuer and the Investors identified on Exhibit A thereto. |
2. Consists of an aggregate of 1,557,276 shares of Common Stock held by Venrock Associates V, L.P. ("VA5"), 132,026 shares of Common Stock held by Venrock Partners V, L.P. ("VP5"), 36,590 shares of Common Stock held by Venrock Entrepreneurs Fund V, L.P. ("VEF5") (collectively, the "V5 Funds"), 1,923,958 shares of Common Stock held by VHCP III, 192,284 shares of Common Stock held by Co-Invest III, 1,067,801 shares of Common Stock held by VHCP II and 432,830 shares of Common Stock held by Co-Invest II. |
3. Venrock Management V, LLC ("VM5"), Venrock Partners Management V, LLC ("VPM5"), and VEF Management V, LLC ("VEFM5") are the sole general partners of VA5, VP5 and VEF5, respectively, and may be deemed to own the shares held by the V5 Funds. Dr. Evnin is one of more than three members of VM5, VPM5 and VEFM5. 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. Dr. Evnin disclaims beneficial ownership over all shares held by the V5 Funds and the VHCP Funds except to the extent of his indirect proportionate pecuniary interest therein. |
Remarks: |
/s/ Anthony B. Evnin | 10/04/2019 | |
** 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 4 (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. |