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*
COLUMN GROUP II, LP

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 500

(Street)
SAN FRANCISCO CA 94158

(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)
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)
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)
Code V Amount (A) or (D) Price
Common Stock 11/04/2019 C 2,463,659 A (1) 2,463,659 D(2)
Common Stock 11/04/2019 C 1,166,666 A (1) 3,630,325 D(2)
Common Stock 11/04/2019 C 727,008 A (1) 4,357,333 D(2)
Common Stock 11/04/2019 P 625,000 A $12 4,982,333 D(2)
Common Stock 11/04/2019 C 1,454,016 A (1) 1,454,016 D(3)
Common Stock 11/04/2019 C 145,401 A (1) 1,599,417 D(3)
Common Stock 11/04/2019 C 145,401 A (1) 145,401 D(4)
Common Stock 50,000 D(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 11/04/2019 C 14,781,963 (1) (1) Common Stock 2,463,659 $0.00 0 D
Series B Preferred Stock (1) 11/04/2019 C 7,000,000 (1) (1) Common Stock 1,166,666 $0.00 0 D
Series C Preferred Stock (1) 11/04/2019 C 4,362,050 (1) (1) Common Stock 727,008 $0.00 0 D
Series C Preferred Stock (1) 11/04/2019 C 8,724,100 (1) (1) Common Stock 1,454,016 $0.00 0 D
Series C-2 Preferred Stock (1) 11/04/2019 C 872,410 (1) (1) Common Stock 145,401 $0.00 0 D
Series C-2 Preferred Stock (1) 11/04/2019 C 872,410 (1) (1) Common Stock 145,401 $0.00 0 D
1. Name and Address of Reporting Person*
COLUMN GROUP II, LP

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 500

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Column Group II GP, LP

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 500

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PONOI CAPITAL, LP

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 500

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ponoi Management, LLC

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 500

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ponoi Capital II, LP

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 500

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ponoi II Management, LLC

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 500

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kutzkey Tim

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 500

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Svennilson Peter

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 500

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Column Group II Management, LP

(Last) (First) (Middle)
1700 OWENS STREET, SUITE 500

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
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 B Preferred Stock have no expiration date.
2. The securities are directly held by The Column Group II, LP ("TCG II LP") and indirectly held by The Column Group II GP, LP ("TCG II GP"), the general partner of TCG II LP. The managing partners of TCG II GP are David Goeddel and Peter Svennilson. The managing partners of TCG II GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
3. The securities are directly held by Ponoi Capital, LP ("Ponoi LP") and indirectly held by Ponoi Management, LLC ("Ponoi LLC"), the general partner of Ponoi LP. The managing partners of Ponoi LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
4. The securities are directly held by Ponoi Capital II, LP ("Ponoi II LP") and indirectly held by Ponoi II Management, LLC ("Ponoi II LLC"), the general partner of Ponoi II LP. The managing partners of Ponoi II LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi II LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
5. The securities are directly held by The Column Group II Management, LP ("TCGM II LP"). The managing partners of TCGM II LP are David Goeddel and Peter Svennilson. The managing partners of TCGM II LP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
Remarks:
/s/ Jennifer J. Carlson, Attorney-in-fact 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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