UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

Under the Securities Exchange Act of 1934

 

Constellation Pharmaceuticals Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

210373106

(CUSIP Number)

 

July 18, 2018

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Topspin Fund L.P. 

 
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

3.

SEC USE ONLY 

 
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

6.

SHARED VOTING POWER

 

1,778,024 

7.

SOLE DISPOSITIVE POWER

 

8.

SHARED DISPOSITIVE POWER

 

1,778,024 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,778,024 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.9

12.

TYPE OF REPORTING PERSON

 

PN 

 

 

 

 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Topspin Biotech Fund II, L.P. 

 
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

3.

SEC USE ONLY 

 
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

6.

SHARED VOTING POWER

 

1,778,024 

7.

SOLE DISPOSITIVE POWER

 

8.

SHARED DISPOSITIVE POWER

 

1,778,024 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,778,024 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.9

12.

TYPE OF REPORTING PERSON

 

PN 

 

 

 

 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

LG Management, LLC 

 
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

3.

SEC USE ONLY 

 
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

6.

SHARED VOTING POWER

 

1,778,024 

7.

SOLE DISPOSITIVE POWER

 

8.

SHARED DISPOSITIVE POWER

 

 1,778,024 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,778,024 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.9

12.

TYPE OF REPORTING PERSON

 

OO 

 

  

 

 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Leo A. Guthart 

 
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

3.

SEC USE ONLY 

 
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

54,770 

6.

SHARED VOTING POWER

 

1,778,024 

7.

SOLE DISPOSITIVE POWER

 

54,770 

8.

SHARED DISPOSITIVE POWER

 

1,778,024 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,778,024 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.9% 

12.

TYPE OF REPORTING PERSON

 

IN 

 

 

 

 

 

Item 1(a).Name of Issuer:

 

Constellation Pharmaceuticals Inc.

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

215 First Street, Suite 200, Cambridge, Massachusetts 02142

 

Item 2(a).Name of Person Filing:

 

See Item 2(c) below.

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

 

See Item 2(c) below.

 

Item 2(c).Citizenship:

 

Topspin Fund L.P.

Three Expressway Plaza, Roslyn Heights, NY 11577

Citizenship: Delaware

 

Topspin Biotech Fund II, L.P.

c/o Topspin Fund L.P.

Three Expressway Plaza, Roslyn Heights, NY 11577

Citizenship: Delaware

 

LG Management, LLC

c/o Topspin Fund L.P.

Three Expressway Plaza, Roslyn Heights, NY 11577

Citizenship: Delaware

 

Leo A. Guthart

c/o Topspin Fund L.P.

Three Expressway Plaza, Roslyn Heights, NY 11577

Citizenship: United States

 

Item 2(d).Title of Class of Securities:

 

Common stock, $0.0001 par value per share

 

Item 2(e).CUSIP Number:

 

210373106

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act.

 

  (b) ¨ Bank as defined in Section 3(a)(6) of the Act.

 

  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act.

 

 

 

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940.

 

  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 

  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 

  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

 

  (j) ¨

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). 

 

  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________________

 

Item 4. Ownership.

 

  (a)

Amount beneficially owned:  

 

Topspin Fund L.P. is the direct beneficial owner of 445,270 shares of the Issuer’s Common Stock.

 

Topspin Biotech Fund II, L.P. is the direct beneficial owner of 1,277,984 shares of the Issuer’s Common Stock.

 

LG Management, LLC is the general partner of Topspin Fund L.P. and Topspin Biotech Fund II, L.P. and may be deemed to have shared voting control and investment discretion over securities owned by Topspin Fund L.P. and Topspin Biotech Fund II, L.P.

 

Leo A. Guthart is the managing member of LG Management, LLC. Consequently, Mr. Guthart may also be deemed to have shared voting control and investment discretion over securities owned by Topspin Fund L.P. and Topspin Biotech Fund II, L.P.

 

Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the 445,270 shares of the Issuer’s Common Stock beneficially owned by Topspin Fund L.P. and the 1,277,984 shares of the Issuer’s Common Stock beneficially owned by Topspin Biotech Fund II, L.P., in each case except to the extent of their respective indirect pecuniary interests in such shares. 

 

Individual Retirement Accounts in the name of Leo A. Guthart are the direct beneficial owners of 54,770 shares of the Issuer’s Common Stock and as a result Leo A. Guthart may be deemed a beneficial owner of such shares. Leo A. Guthart disclaims beneficial ownership of such shares, except to the extent of his indirect pecuniary interest in such shares.

 

  (b)

Percent of class:  

 

1.7% for Topspin Fund L.P., 5.0% for Topspin Biotech Fund II, L.P., 6.7% for LG Management, LLC, and 6.9% for Leo A. Guthart.

 

  (c)

Number of shares as to which such person has:

 

 

 

 

 

Topspin Fund L.P.:

     
  (i) Sole power to vote or to direct the vote:  0

 

  (ii) Shared power to vote or to direct the vote:  1,778,024

 

  (iii) Sole power to dispose or to direct the disposition of:  0

 

  (iv)

Shared power to dispose or to direct the disposition of:  1,778,024 

 

Topspin Biotech Fund II, L.P.:

     
  (i) Sole power to vote or to direct the vote:  0

 

  (ii) Shared power to vote or to direct the vote:  1,778,024

 

  (iii) Sole power to dispose or to direct the disposition of:  0

 

  (iv)

Shared power to dispose or to direct the disposition of:  1,778,024 

 

LG Management, LLC:

     
  (i) Sole power to vote or to direct the vote:  0

 

  (ii) Shared power to vote or to direct the vote:  1,778,024

 

  (iii) Sole power to dispose or to direct the disposition of:  0

 

  (iv)

Shared power to dispose or to direct the disposition of:  1,778,024 

 

Leo A. Guthart:

     
  (i) Sole power to vote or to direct the vote:  54,770

 

  (ii) Shared power to vote or to direct the vote:  1,778,024

 

  (iii) Sole power to dispose or to direct the disposition of:  54,770

 

  (iv)

Shared power to dispose or to direct the disposition of:  1,778,024 

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

 

 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits:

 

Exhibit IJoint Filing Agreement, dated as of July 27, 2018, by and among Topspin Fund L.P., Topspin Biotech Fund II, L.P., LG Management, LLC, and Leo A. Guthart.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  

Date:  July 27, 2018 TOPSPIN FUND L.P.
     
  By: /s/ Leo A. Guthart
    Leo A. Guthart, Managing Member of the General Partner
     
  TOPSPIN BIOTECH FUND II, L.P.
     
  By: /s/ Leo A. Guthart
    Leo A. Guthart, Managing Member of the General Partner
     
  LG MANAGEMENT, LLC
     
  By: /s/ Leo A. Guthart
    Leo A. Guthart, Managing Member
     
  LEO A. GUTHART
     
    /s/ Leo A. Guthart

 

 

 

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Constellation Pharmaceuticals Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Date:  July 27, 2018 TOPSPIN FUND L.P.
     
  By: /s/ Leo A. Guthart
    Leo A. Guthart, Managing Member of the General Partner
     
  TOPSPIN BIOTECH FUND II, L.P.
     
  By: /s/ Leo A. Guthart
    Leo A. Guthart, Managing Member of the General Partner
     
  LG MANAGEMENT, LLC
     
  By: /s/ Leo A. Guthart
    Leo A. Guthart, Managing Member
     
  LEO A. GUTHART
     
    /s/ Leo A. Guthart