SEC Form 3

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* TAKEDA PHARMACEUTICAL CO LTD (Last) (First) (Middle) 1-1, NIHONBASHI-HONCHO 2-CHOME (Street) CHUO-KU, TOKYO M0 103-8668 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/18/2021	3. Issuer Name and Ticker or Trading Symbol Calithera Biosciences, Inc. [ CALA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Convertible Preferred Stock	10/18/2021	(1)	Common Stock	1,000,000	$2.04(2)	I	See Explanation of Responses(3)

1. Name and Address of Reporting Person* TAKEDA PHARMACEUTICAL CO LTD (Last) (First) (Middle) 1-1, NIHONBASHI-HONCHO 2-CHOME (Street) CHUO-KU, TOKYO M0 103-8668 (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* MILLENNIUM PHARMACEUTICALS INC (Last) (First) (Middle) 40 LANDSDOWNE STREET (Street) CAMBRIDGE MA 02139 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series A preferred stock has no expiration date.

2. The Series A preferred stock is initially convertible into 17,156,863 shares of common stock of Calithera Biosciences, Inc. ("Calithera") at a conversion price per share of $2.04, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Series A preferred stock.

3. These shares are owned directly by Millennium Pharmaceuticals, Inc.. which is a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited. As such, Takeda Pharmaceutical Company Limited is an indirect beneficial owner of the reported securities.

Remarks:

	/s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited	04/21/2022
	/s/ Paul Sundberg, Assistant Secretary, Millennium Pharmaceuticals, Inc.	04/21/2022
	** Signature of Reporting Person	Date
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