SEC FORM 3 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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Trojer Patrick

(Last) (First) (Middle)
C/O CONSTELLATION PHARMACEUTICALS, INC.
215 FIRST STREET, SUITE 200

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/28/2018
3. Issuer Name and Ticker or Trading Symbol
CONSTELLATION PHARMACEUTICALS INC [ CNST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Common Stock 10,277 D
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
Stock Option (right to buy) (1) 03/06/2022 Common Stock 2,565 4.08 D
Stock Option (right to buy) (2) 11/08/2025 Common Stock 25,760 5.62 D
Stock Option (right to buy) (3) 02/18/2026 Common Stock 2,270 7.6 D
Stock Option (right to buy) (4) 02/16/2027 Common Stock 27,704 5.51 D
Stock Option (right to buy) (5) 07/10/2027 Common Stock 4,541 5.51 D
Stock Option (right to buy) (6) 03/05/2028 Common Stock 46,280 7.6 D
Stock Option (right to buy) (7) 04/22/2028 Common Stock 46,280 8.04 D
Stock Option (right to buy) (8) 07/18/2028 Common Stock 22,708 11.5 D
Explanation of Responses:
1. This option was granted on March 7, 2012, and is fully vested.
2. This option was granted on November 9, 2015, and is fully vested.
3. This option was granted on February 19, 2016, and the shares underlying the options vest in equal quarterly installments through February 19, 2020.
4. This option was granted on February 17, 2017, and the shares underlying the options vest in equal quarterly installments through February 17, 2021.
5. This option was granted on July 11, 2017, and the shares underlying the options vest in equal quarterly installments through July 11, 2021.
6. This option was granted on March 6, 2018, and the shares underlying the options vest in equal quarterly installments through March 6, 2022.
7. This option was granted on April 23, 2018, and the shares underlying the options vest in equal quarterly installments through April 23, 2022.
8. This option was granted on July 19, 2018 and is scheduled to vest in equal quarterly installments through July 19, 2022, subject to continued service.
Remarks:
Exhibit Index: 24.1 Power of Attorney
/s/ Karen Valentine, as attorney-in-fact for Patrick Trojer 11/30/2018
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    Exhibit 24.1

                               LIMITED POWER OF ATTORNEY
                          FOR SECTION 16 REPORTING OBLIGATIONS

           Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Jigar Raythatha, Emma Reeve and Karen
Valentine, signing singly and each acting individually, as the undersigned's
true and lawful attorney-in-fact with full power and authority as hereinafter
described to:

      (1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer of Constellation Pharmaceuticals, Inc. (the "Company"),
Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the "Exchange Act");

      (2)  do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID, Update Passphrase, or any
other application materials to enable the undersigned to gain
 or maintain access
to the Electronic Data Gathering, Analysis and Retrieval system of the SEC;

      (3)  seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

      (4)  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

          The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.  The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

          This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of November, 2018.

                                        /s/ Patrick Trojer
                                        ----------------------------------------
                                        Name: Patrick Trojer