X0206 3 2018-07-18 0 0001434418 CONSTELLATION PHARMACEUTICALS INC CNST 0001239241 EVNIN ANTHONY B C/O CONSTELLATION PHARMACEUTICALS, INC. 215 FIRST STREET, SUITE 200 CAMBRIDGE MA 02142 1 0 1 0 Series A Preferred Stock Common Stock 862927 I By funds Series B Preferred Stock Common Stock 340627 I By funds Series D Preferred Stock Common Stock 60394 I By funds Series E Preferred Stock Common Stock 103809 I By funds Series E-1 Preferred Stock Common Stock 109786 I By funds Series F Preferred Stock Common Stock 908359 I By funds Warrant (right to buy) 1.55 2021-05-24 Common Stock 15053 I By funds The Series A Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Venrock Management V, LLC ("VM5"), Venrock Partners Management V, LLC ("VPM5"), and VEF Management V, LLC ("VEFM5") are the sole general partners of Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively with Venrock Associates V and Venrock Partners V, the "Venrock Funds"), respectively, and may be deemed to own the shares held by the Venrock Funds. VM5, VPM5 and VEFM5 disclaim beneficial ownership of all the shares held by the Venrock Funds except to the extent of their proportionate pecuniary interest therein. Dr. Evnin is a member of VM5, VPM5 and VEFM5 and may be deemed to own the shares held by the Venrock Funds. (Continued from Footnote 2) Dr. Evnin disclaims beneficial ownership of all the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. VHCP Management II, LLC ("VHCPM"), is the sole general partner and the sole manager of Venrock Healthcare Capital Partners II, L.P. and VHCP Co-Investment Holdings II, LLC (collectively with Venrock Healthcare Capital Partners II, the "VHCP II Funds"), respectively, and may be deemed to own the shares held by the VHCP II Funds. Dr. Evnin disclaims beneficial ownership of all the shares held by the VHCP II Funds except to the extent of his proportionate pecuniary interest therein. Consists of an aggregate of 778,621 shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock ("Series A Stock") held by Venrock Associates V, 18,293 shares of Common Stock issuable upon the conversion of shares of Series A Stock held by Venrock Entrepreneurs Fund V, and 66,013 shares of Common Stock issuable upon the conversion of shares of Series A Stock held by Venrock Partners V. The Series B Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Consists of an aggregate of 307,350 shares of Common Stock issuable upon the conversion of shares of Series B Preferred Stock ("Series B Stock") held by Venrock Associates V, 7,220 shares of Common Stock issuable upon the conversion of shares of Series B Stock held by Venrock Entrepreneurs Fund V, and 26,057 shares of Common Stock issuable upon the conversion of shares of Series B Stock held by Venrock Partners V. The Series D Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Consists of an aggregate of 54,494 shares of Common Stock issuable upon the conversion of shares of Series D Preferred Stock ("Series D Stock") held by Venrock Associates V, 1,280 shares of Common Stock issuable upon the conversion of shares of Series D Stock held by Venrock Entrepreneurs Fund V, and 4,620 shares of Common Stock issuable upon the conversion of shares of Series D Stock held by Venrock Partners V. The Series E Preferred Stock is convertible into Common Stock on a 8.56256-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Consists of an aggregate of 93,668 shares of Common Stock issuable upon the conversion of shares of Series E Preferred Stock ("Series E Stock") held by Venrock Associates V, 2,200 shares of Common Stock issuable upon the conversion of shares of Series E Stock held by Venrock Entrepreneurs Fund V, and 7,941 shares of Common Stock issuable upon the conversion of shares of Series E Stock held by Venrock Partners V. The Series E-1 Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Consists of an aggregate of 99,062 shares of Common Stock issuable upon the conversion of shares of Series E-1 Preferred Stock ("Series E-1 Stock") held by Venrock Associates V, 2,326 shares of Common Stock issuable upon the conversion of shares of Series E-1 Stock held by Venrock Entrepreneurs Fund V, and 8,398 shares of Common Stock issuable upon the conversion of shares of Series E-1 Stock held by Venrock Partners V. The Series F Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Consists of an aggregate of 163,925 shares of Common Stock issuable upon the conversion of shares of Series F Preferred Stock ("Series F Stock") held by Venrock Associates V, 3,856 shares of Common Stock issuable upon the conversion of shares of Series F Stock held by Venrock Entrepreneurs Fund V, 13,901 shares of Common Stock issuable upon the conversion of shares of Series F Stock held by Venrock Partners V, 517,031 shares of Common Stock issuable upon the conversion of shares of Series F Stock held by Venrock Healthcare Capital Partners II and 209,646 shares of Common Stock issuable upon the conversion of shares of Series F Stock held by VHCP Co-Investment Holdings II. The warrant is fully exercisable. Consists of an aggregate of 13,583 warrants to purchase Common Stock held by Venrock Associates V, 1,151 warrants to purchase Common Stock held by Venrock Partners V, and 319 warrants to purchase Common Stock held by Venrock Entrepreneurs Fund V. Exhibit Index: 24.1 Power of Attorney /s/ Emma Reeve, as attorney-in-fact for Anthony B. Evnin 2018-07-18