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*
PFIZER INC

(Last) (First) (Middle)
235 E 42ND ST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cortexyme, Inc. [ CRTX ]
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)
05/13/2019
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 05/13/2019 C 2,360,071 A $0(1) 2,360,071 D(2)
Common Stock 05/13/2019 C 215,697 A $0(1) 2,575,768 D(2)
Common Stock 05/13/2019 C 624,205 A $0(1) 3,199,973 D(2)
Common Stock 05/13/2019 P 50,000 A $17(3) 3,249,973 D(2)
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 Redeemable Convertible Preferred Stock (1) 05/13/2019 C 2,360,071 (1) (1) Common Stock 2,360,071 $0 0 D(2)
Series B Redeemable Convertible Preferred Stock (1) 05/13/2019 C 215,697 (1) (1) Common Stock 215,697 $0 0 D(2)
Series B Redeemable Convertible Preferred Stock (1) 05/13/2019 C 624,205 (1) (1) Common Stock 624,205 $0 0 D(2)
1. Name and Address of Reporting Person*
PFIZER INC

(Last) (First) (Middle)
235 E 42ND ST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pfizer Ventures (US) LLC

(Last) (First) (Middle)
235 EAST 42ND STREET

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pfizer Strategic Investment Holdings LLC

(Last) (First) (Middle)
235 EAST 42ND STREET

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. Each share of the Series A Redeemable Convertible Preferred Common Stock ("Series A Preferred Stock"), which consists of 2,360,071 shares of Series A Preferred Stock held of record by Pfizer Ventures (US) LLC ("PVUS"), a controlled affiliate of Pfizer Inc. ("Pfizer"), and each share of the Series B Redeemable Convertible Preferred Stock ("Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock"), which consists of (a) 215,697 shares of Series B Preferred Stock held of record by Pfizer Strategic Investment Holdings LLC, a controlled affiliate of Pfizer, and (b) 624,205 shares of Series B Preferred Stock held of record by Pfizer, converted into common stock of Cortexyme, Inc. (the "Issuer") on a one-for-one basis upon the closing of the Issuer's initial public offering for no additional consideration. The Preferred Stock had no expiration date.
2. Each Reporting Person disclaims beneficial ownership of securities reported on this Form 4, except to the extent of its respective pecuniary interest therein.
3. PVUS purchased 50,000 additional shares of common stock in the Issuer's initial public offering for consideration of $17.00 per share.
Pfizer Inc., By /s/ Susan Grant, Assistant Secretary 05/14/2019
Pfizer Ventures (US) LLC, By /s/ Susan Grant, Secretary 05/14/2019
Pfizer Strategic Investment Holdings LLC, By /s/ Susan Grant, Assistant Secretary 05/14/2019
** 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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