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
IDEAYA Biosciences, Inc. [ IDYA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2019 | ||||||||||||||||||||||||||
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 | 05/28/2019 | C | 1,721,898(1)(2) | A | (2) | 2,026,098(1) | I | See footnote(3) | ||
Common Stock | 05/28/2019 | C | 578,447(1)(4) | A | (4) | 2,604,545(1) | I | See footnote(3) | ||
Common Stock | 05/28/2019 | C | 71,745(1)(2) | A | (2) | 84,420(1) | I | See footnote(5) | ||
Common Stock | 05/28/2019 | C | 24,101(1)(4) | A | (4) | 108,521(1) | I | See footnote(5) | ||
Common Stock | 05/28/2019 | P | 240,000 | A | $10 | 2,844,545 | I | See footnote(3) | ||
Common Stock | 05/28/2019 | P | 10,000 | A | $10 | 118,521 | I | See footnote(5) | ||
Common Stock | 05/28/2019 | P | 500,000 | A | $10 | 500,000 | I | See footnote(6) |
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 | ||||||||
Series A Preferred Stock | (2) | 05/28/2019 | C | 1,721,898(1) | (2) | (2) | Common Stock | 1,721,898(1)(2) | (2) | 0 | I | See footnote(3) | |||
Series B Preferred Stock | (4) | 05/28/2019 | C | 578,447(1) | (4) | (4) | Common Stock | 578,447(1)(4) | (4) | 0 | I | See footnote(3) | |||
Series A Preferred Stock | (2) | 05/28/2019 | C | 71,745(1) | (2) | (2) | Common Stock | 71,745(1)(2) | (2) | 0 | I | See footnote(5) | |||
Series B Preferred Stock | (4) | 05/28/2019 | C | 24,101(1) | (4) | (4) | Common Stock | 24,101(1)(4) | (4) | 0 | I | See footnote(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Reflects a 1-for-10.2564 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement. |
2. Each share of Series A Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. |
3. The shares are held by 5AM Ventures IV, L.P. ("Ventures IV"). 5AM Partners IV, LLC ("Partners IV") is the sole general partner of Ventures IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV, and have shared voting and investment power over the shares beneficially owned by Ventures IV. Each of Partners IV, Dr. Diekman, Mr. Schwab, and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or their pecuniary interest therein. |
4. Each share of Series B Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. |
5. The shares are held by 5AM Co-Investors IV, L.P. ("Co-Investors IV"). Partners IV is the sole general partner of Co-Investors IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV, and have shared voting and investment power over the shares beneficially owned by Co-Investors IV. Each of Partners IV, Dr. Diekman, Mr. Schwab, and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or their pecuniary interest therein. |
6. The shares are held by 5AM Opportunities I, L.P. ("Opportunities I"). 5AM Opportunities I (GP), LLC ("Opportunities I GP") is the sole general partner of Opportunities I. Kush Parmar and Andrew J. Schwab are the managing members of Opportunities I GP, and have shared voting and investment power over the shares beneficially owned by Opportunities I. Each of Opportunities I GP and Mr. Schwab disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. |
/s/ 5AM VENTURES IV, L.P., By: 5AM Partners IV, LLC, its General Partner | 05/28/2019 | |
/s/ 5AM CO-INVESTORS IV, L.P., By: 5AM Partners IV, LLC, its General Partner | 05/28/2019 | |
/s/ 5AM PARTNERS IV, LLC | 05/28/2019 | |
/s/ Scott M. Rocklage | 05/28/2019 | |
/s/ Andrew J. Schwab | 05/28/2019 | |
** 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. |