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^*

GOEDDEL DAVID V

(Last)

(First)

(Middle)

C/O RAPT THERAPEUTICS, INC.

561 ECCLES AVENUE

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	11/04/2019		C		2,463,659	A	⁽¹⁾	2,463,659	I	By The Column Group II, LP⁽²⁾⁽³⁾
Common Stock	11/04/2019		C		1,166,666	A	⁽¹⁾	3,630,325	I	By The Column Group II, LP⁽²⁾⁽³⁾
Common Stock	11/04/2019		C		727,008	A	⁽¹⁾	4,357,333	I	By The Column Group II, LP⁽²⁾⁽³⁾
Common Stock	11/04/2019		P		625,000	A	$12	4,982,333	I	By The Column Group II, LP⁽²⁾⁽³⁾
Common Stock	11/04/2019		C		1,454,016	A	⁽¹⁾	1,454,016	I	By Ponoi Capital, LP⁽²⁾⁽⁴⁾
Common Stock	11/04/2019		C		145,401	A	⁽¹⁾	1,599,417	I	By Ponoi Capital, LP⁽²⁾⁽⁴⁾
Common Stock	11/04/2019		C		145,401	A	⁽¹⁾	145,401	I	By Ponoi Capital II, LP⁽²⁾⁽⁵⁾
Common Stock								50,000	I	By The Column Group II Management, LP⁽²⁾⁽⁶⁾

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⁾	11/04/2019		C			14,781,963	⁽¹⁾	⁽¹⁾	Common Stock	2,463,659	$0.00	0	I	By The Column Group II, LP⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	11/04/2019		C			7,000,000	⁽¹⁾	⁽¹⁾	Common Stock	1,166,666	$0.00	0	I	By The Column Group II, LP⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	11/04/2019		C			4,362,050	⁽¹⁾	⁽¹⁾	Common Stock	727,008	$0.00	0	I	By The Column Group II, LP⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	11/04/2019		C			8,724,100	⁽¹⁾	⁽¹⁾	Common Stock	1,454,016	$0.00	0	I	By Ponoi Capital, LP⁽²⁾⁽⁴⁾
Series C-2 Preferred Stock	⁽¹⁾	11/04/2019		C			872,410	⁽¹⁾	⁽¹⁾	Common Stock	145,401	$0.00	0	I	By Ponoi Capital, LP⁽²⁾⁽⁴⁾
Series C-2 Preferred Stock	⁽¹⁾	11/04/2019		C			872,410	⁽¹⁾	⁽¹⁾	Common Stock	145,401	$0.00	0	I	By Ponoi Capital II, LP⁽²⁾⁽⁵⁾

Explanation of Responses:

1. At the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series C-2 Preferred Stock of the Issuer automatically converted into approximately 0.166 shares of the Issuer's common stock (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) for no additional consideration. Shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-2 Preferred Stock have no expiration date.

2. 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.

3. These shares are held directly by The Column Group II, LP.

4. These shares are held directly by Ponoi Capital, LP.

5. These shares are held directly by Ponoi Capital II, LP.

6. These shares are held directly by The Column Group II Management, LP.

Remarks:

	/s/ Karen C. Lam, attorney-in-fact for David V. Goeddel	11/04/2019
	** 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).
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