SEC FORM 4

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^*

Delphi Management Partners VIII, L.L.C.

(Last)

(First)

(Middle)

C/O DELPHI VENTURES,

3000 SAND HILL ROAD, BLDG. 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Calithera Biosciences, Inc. [ CALA ]

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)
10/07/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/07/2014		C		1,908,073	A	⁽¹⁾	1,908,073	I	Delphi Ventures VIII, L.P.⁽²⁾
Common Stock	10/07/2014		C		18,629	A	⁽¹⁾	18,629	I	Delphi BioInvestments VIII, L.P.⁽³⁾
Common Stock	10/07/2014		P		495,165	A	$10	2,403,238	I	Delphi Ventures VIII, L.P.⁽²⁾
Common Stock	10/07/2014		P		4,835	A	$10	23,464	I	Delphi BioInvestments VIII, L.P.⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	10/07/2014		C		6,808		⁽¹⁾	⁽¹⁾	Common Stock	6,808	$0.00	0	I	Delphi Ventures VIII, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	10/07/2014		C		66		⁽¹⁾	⁽¹⁾	Common Stock	66	$0.00	0	I	Delphi BioInvestments VIII, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	10/07/2014		C		415,128		⁽¹⁾	⁽¹⁾	Common Stock	415,128	$0.00	0	I	Delphi Ventures VIII, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	10/07/2014		C		4,053		⁽¹⁾	⁽¹⁾	Common Stock	4,053	$0.00	0	I	Delphi BioInvestments VIII, L.P.⁽³⁾
Series C Preferred Stock	⁽¹⁾	10/07/2014		C		740,312		⁽¹⁾	⁽¹⁾	Common Stock	740,312	$0.00	0	I	Delphi Ventures VIII, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	10/07/2014		C		7,228		⁽¹⁾	⁽¹⁾	Common Stock	7,228	$0.00	0	I	Delphi BioInvestments VIII, L.P.⁽³⁾
Series D Preferred Stock	⁽¹⁾	10/07/2014		C		745,825		⁽¹⁾	⁽¹⁾	Common Stock	745,825	$0.00	0	I	Delphi Ventures VIII, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	10/07/2014		C		7,282		⁽¹⁾	⁽¹⁾	Common Stock	7,282	$0.00	0	I	Delphi BioInvestments VIII, L.P.⁽³⁾

1. Name and Address of Reporting Person^*

Delphi Management Partners VIII, L.L.C.

(Last)

(First)

(Middle)

C/O DELPHI VENTURES,

3000 SAND HILL ROAD, BLDG. 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DELPHI VENTURES VIII LP

(Last)

(First)

(Middle)

3000 SAND HILL RD.

BLDG 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Delphi BioInvestments VIII LP

(Last)

(First)

(Middle)

3000 SAND HILL RD.

BLDG 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ROEDER DOUGLAS A

(Last)

(First)

(Middle)

C/O DELPHI VENTURES

3000 SAND HILL RD., BLDG 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DOUGLASS DAVID L

(Last)

(First)

(Middle)

C/O DELPHI VENTURES

3000 SAND HILL RD., BLDG 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BOCHNOWSKI JAMES J

(Last)

(First)

(Middle)

C/O DELPHI VENTURES

3000 SAND HILL RD., BLDG 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PAKIANATHAN DEEPIKA

(Last)

(First)

(Middle)

C/O DELPHI VENTURES,

3000 SAND HILL ROAD, BLDG. 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The preferred stock automatically converted into Common Stock on a one-for-one basis immediately upon the consummation of Issuer's initial public offering of Common Stock and had no expiration date.

2. The reported securities are directly owned by Delphi Ventures VIII, L.P. ("DV VIII"). Delphi Management Partners VIII, L.L.C. ("DMP VIII") is the general partner of DV VIII and may be deemed to have sole voting and dispositive power over the securities held by DV VIII. Douglas A. Roeder, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan, Ph.D. are the managing members of DMP VIII and may be deemed to share voting and dispositive power over the securities held by DV VIII. Such persons and entities disclaim beneficial ownership of the securities held by DV VIII, except to the extent of any pecuniary interest therein.

3. The reported securities are directly owned by Delphi BioInvestments VIII, L.P. ("DBI VIII"). DMP VIII is the general partner of DBI VIII and may be deemed to have sole voting and dispositive power over the securities held by DBI VIII. Douglas A. Roeder, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan, Ph.D. are the managing members of DMP VIII and may be deemed to share voting and dispositive power over the securities held by DBI VIII. Such persons and entities disclaim beneficial ownership of the securities held by DBI VIII, except to the extent of any pecuniary interest therein.

Remarks:

	By: /s/Matthew T. Potter Name: Matthew T. Potter, Atty-in-Fact for Delphi Management Partners VIII, L.L.C., Delphi Ventures VIII, L.P., Delphi BioInvestments, VIII, L.P., Deepika R. Pakianathan, Douglas A. Roeder, David L. Douglass and James J. Bochnowski	10/09/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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