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*
Casdin Capital, LLC

(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS, SUITE 2405

(Street)
NEW YORK NY 10019

(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 345,783 A (1) 345,783 I(2) See footnote
Common Stock 07/23/2018 P 266,667 A $15 612,450 I(2) See footnote
Common Stock 07/23/2018 C 158,960 A (1) 158,960 I(3) See footnote
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 1,333,333 (1) (1) Common Stock 155,716 $0.00 0 I(2) See footnote
Series E-1 Preferred Stock (1) 07/23/2018 C 342,435 (1) (1) Common Stock 31,104 $0.00 0 I(2) See footnote
Series F Preferred Stock (1) 07/23/2018 C 1,750,000 (1) (1) Common Stock 158,963 $0.00 0 I(2) See footnote
Series F Preferred Stock (1) 07/23/2018 C 1,750,000 (1) (1) Common Stock 158,960 $0.00 0 I(3) See footnote
1. Name and Address of Reporting Person*
Casdin Capital, LLC

(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS, SUITE 2405

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Casdin Partners Master Fund, L.P.

(Last) (First) (Middle)
C/O CASDIN CAPITAL LLC
1350 AVENUE OF THE AMERICAS, SUITE 2405

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Casdin Partners GP, LLC

(Last) (First) (Middle)
C/O CASDIN CAPITAL LLC
1350 AVENUE OF THE AMERICAS, SUITE 2405

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Casdin Eli

(Last) (First) (Middle)
C/O CASDIN CAPITAL LLC
1350 AVENUE OF THE AMERICAS, SUITE 2405

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Casdin Venture Opportunities Fund, L.P.

(Last) (First) (Middle)
C/O CASDIN CAPITAL LLC
1350 AVENUE OF THE AMERICAS, SUITE 2405

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CASDIN VENTURE OPPORTUNITIES FUND GP, LLC

(Last) (First) (Middle)
C/O CASDIN CAPITAL LLC
1350 AVENUE OF THE AMERICAS, SUITE 2405

(Street)
NEW YORK NY 10019

(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. These securities are owned directly by Casdin Partners Master Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund LP, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.
3. These securities are owned directly by Casdin Venture Opportunities Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Venture Opportunities Fund, LP, (ii) Casdin Venture Opportunities Fund GP, LLC, the general partner of Casdin Venture Opportunities Fund, LP, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Venture Opportunities Fund GP, LLC.
Remarks:
Casdin Capital, LLC, By: Eli Casdin, Managing Member, /s/ Eli Casdin 07/23/2018
Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, General Partner, By: Eli Casdin, Managing Member, /s/ Eli Casdin 07/23/2018
Casdin Partners GP, LLC, By: Eli Casdin, Managing Member, /s/ Eli Casdin 07/23/2018
Eli Casdin, /s/ Eli Casdin 07/23/2018
Casdin Venture Opportunities Fund, LP, Casdin Venture Opportunities Fund GP, LLC, General Partner, By: Eli Casdin, Managing Member, /s/ Eli Casdin 07/23/2018
Casdin Venture Opportunities Fund GP, LLC, By: Eli Casdin, Managing Member, /s/ Eli Casdin 07/23/2018
** Signature of Reporting Person Date
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