Sec Form 4 Filing - Spur Ventures II, LP @ CONSTELLATION PHARMACEUTICALS INC - 2018-07-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Spur Ventures II, LP 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) (Last) (First) (Middle) C/O SPUR CAPITAL PARTNERS, LLC, 2370 NOWATA PLACE 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2018 (Street) BARTLESVILLE, OK74006 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 349,853 A 349,853 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 888,888 ( 1 ) ( 1 ) Common Stock 103,811 $ 0 0 D ( 2 ) Series E-1 Preferred Stock ( 1 ) 07/23/2018 C 1,208,678 ( 1 ) ( 1 ) Common Stock 109,788 $ 0 0 D ( 2 ) Series F Preferred Stock ( 1 ) 07/23/2018 C 1,500,000 ( 1 ) ( 1 ) Common Stock 136,254 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spur Ventures II, LP C/O SPUR CAPITAL PARTNERS, LLC 2370 NOWATA PLACE BARTLESVILLE, OK74006 X Spur Capital Partners LLC 2370 NOWATA PLACE BARTLESVILLE, OK74006 X Signatures /s/ Teri Hightower 07/23/2018 Signature of Reporting Person Date

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 Spur Ventures II, L.P., and indirectly held by Spur Capital Partners, LLC, the manager of Spur Ventures II, L.P. Spur Capital Management II, LLC is the general partner of Spur Ventures II, L.P. Spur Capital Partners, LLC may be deemed to have voting and investment power with respect to such shares.

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).

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