SEC FORM 4 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*
Topspin Fund L.P.

(Last) (First) (Middle)
3 EXPRESSWAY PLAZA

(Street)
ROSLYN HEIGHTS NY 11577

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION PHARMACEUTICALS INC [ CNST ]
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)
07/23/2018
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 07/23/2018 C 445,270 A (1) 445,270 D(2)
Common Stock 07/23/2018 C 1,277,984 A (1) 1,277,984 I(3) By Funds
Common Stock 07/23/2018 C 54,770 A (1) 54,770 I(4) By MSSB C/F Leo A. Guthart
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 E Preferred Stock (1) 07/23/2018 C 177,777 (1) (1) Common Stock 20,762 $0.00 0 D(2)
Series E-1 Preferred Stock (1) 07/23/2018 C 173,408 (1) (1) Common Stock 15,750 $0.00 0 D(2)
Series F Preferred Stock (1) 07/23/2018 C 4,500,000 (1) (1) Common Stock 408,758 $0.00 0 D(2)
Series E Preferred Stock (1) 07/23/2018 C 6,222,222 (1) (1) Common Stock 726,678 $0.00 0 I(3) By Funds
Series E-1 Preferred Stock (1) 07/23/2018 C 6,069,332 (1) (1) Common Stock 551,306 $0.00 0 I(3) By Funds
Series E Preferred Stock (1) 07/23/2018 C 266,667 (1) (1) Common Stock 31,143 $0.00 0 I(4) By MSSB C/F Leo A. Guthart
Series E-1 Preferred Stock (1) 07/23/2018 C 260,114 (1) (1) Common Stock 23,627 $0.00 0 I(4) By MSSB C/F Leo A. Guthart
1. Name and Address of Reporting Person*
Topspin Fund L.P.

(Last) (First) (Middle)
3 EXPRESSWAY PLAZA

(Street)
ROSLYN HEIGHTS NY 11577

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Topspin Biotech Fund II, L.P.

(Last) (First) (Middle)
3 EXPRESSWAY PLAZA

(Street)
ROSLYN HEIGHTS NY 11577

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

(Last) (First) (Middle)
3 EXPRESSWAY PLAZA

(Street)
ROSLYN HEIGHTS NY 11577

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GUTHART LEO

(Last) (First) (Middle)
3 EXPRESSWAY PLAZA

(Street)
ROSLYN HEIGHTS, NY 11577

(City) (State) (Zip)
Explanation of Responses:
1. On July 23, 2018, the Series E-1 and Series F Preferred Stock converted into Common Stock on a 11.009-for-one basis, and the Series E Preferred Stock converted into Common Stock on a 8.56256-for-one basis, upon the closing of the Issuer's initial public offering without payment of consideration. The Series E, Series E-1 and Series F Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial pubic offering. The shares had no expiration date.
2. The securities are directly held by Topspin Fund L.P. LG Management, LLC, the general partner of Topspin Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.
3. The securities are directly held by Topspin Biotech Fund L.P. LG Management, LLC, the general partner of Topspin Biotech Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.
4. The securities are held directly by individual retirement accounts in the name of Leo A. Guthart and as a result Leo A Guthart may be deemed to be the 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.
Remarks:
/s/ Leo A. Guthart 07/23/2018
** Signature of Reporting Person Date
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