Sec Form 13G Filing - COLUMN GROUP L P filing for CONSTELLATION PHARMACEUTICALS INC (CNST) - 2019-10-10

Rule 13d-1(b)

Rule 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 disclosures provided in a prior cover page.

Name of Reporting Person

The Column Group, LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only:

Citizenship or Place of Organization:

Delaware

Number of

Shares

Beneficially

by

Owned by

Each

Reporting

Person

With

Sole Voting Power:

2,584,957(1)

Shared Voting Power:

0

Sole Dispositive Power:

2,584,957(1)

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

2,584,957(1)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (9):

7.7%(2)

Type of Reporting Person (See Instructions):

PN

Consists of 2,554,850 shares of common stock, par value $0.0001 (“Common Stock”), of Constellation Pharmaceuticals, Inc. (the “Issuer”) and 30,107 shares of Common Stock issuable upon the exercise of warrants held by The Column Group, LP (“TCG LP”). TCG LP has sole voting and dispositive control over 2,584,957 shares of Common Stock, except that The Column Group GP, LP (“TCG GP”), the general partner of TCG LP, and David Goeddel (“Goeddel”) and Peter Svennilson (“Svennilson”), the managing partners of TCG GP, may be deemed to share dispositive and voting power over such stock.

The percentage set forth in row (11) is based on (i) 25,822,696 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) 7,647,057 shares of Common Stock sold by the Issuer pursuant to a private placement on October 3, 2019, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019 plus (iii) 30,107 shares of Common Stock underlying the warrants held by TCG LP.

Name of Reporting Person

The Column Group GP, LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only:

Citizenship or Place of Organization:

Delaware

Number of

Shares

Beneficially

by

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

2,584,957(3)

Sole Dispositive Power:

0

Shared Dispositive Power:

2,584,957(3)

Aggregate Amount Beneficially Owned by Each Reporting Person:

2,584,957(3)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (9):

7.7%(4)

Type of Reporting Person (See Instructions):

PN

TCG GP is the general partner of TCG LP and shares voting and dispositive power over the shares of Common Stock held by TCG LP.

The percentage set forth in row (11) is based on (i) 25,822,696 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) 7,647,057 shares of Common Stock sold by the Issuer pursuant to a private placement on October 3, 2019, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019 plus (iii) 30,107 shares of Common Stock underlying the warrants held by TCG LP.

Name of Reporting Person

Ponoi Capital, LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only:

Citizenship or Place of Organization:

Delaware

Number of

Shares

Beneficially

by

Owned by

Each

Reporting

Person

With

Sole Voting Power:

1,880,623(5)

Shared Voting Power:

0

Sole Dispositive Power:

1,880,623(5)

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

1,880,623(5)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (9):

5.6%(6)

Type of Reporting Person (See Instructions):

PN

Ponoi Capital, LP (“Ponoi LP”) has sole voting and dispositive control over 1,880,623 shares of Common Stock, except that Ponoi Management, LLC (“Ponoi LLC”), the general partner of Ponoi LP, and Goeddel, Svennilson and Tim Kutzkey (“Kutzkey”), the managing partners of Ponoi LLC, may be deemed to share dispositive and voting power over such stock.

The percentage set forth in row (11) is based on (i) 25,822,696 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019 plus (ii) 7,647,057 shares of Common Stock sold by the Issuer pursuant to a private placement on October 3, 2019, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019.

Name of Reporting Person

Ponoi Management, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only:

Citizenship or Place of Organization:

Delaware

Number of

Shares

Beneficially

by

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

1,880,623(7)

Sole Dispositive Power:

0

Shared Dispositive Power:

1,880,623(7)

Aggregate Amount Beneficially Owned by Each Reporting Person:

1,880,623(7)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (9):

5.6%(8)

Type of Reporting Person (See Instructions):

OO

Ponoi LLC is the general partner of Ponoi LP and shares voting and dispositive power over the shares of Common Stock held by Ponoi LP.

The percentage set forth in row (11) is based on (i) 25,822,696 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019 plus (ii) 7,647,057 shares of Common Stock sold by the Issuer pursuant to a private placement on October 3, 2019, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019.

Name of Reporting Person

Ponoi Capital II, LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only:

Citizenship or Place of Organization:

Delaware

Number of

Shares

Beneficially

by

Owned by

Each

Reporting

Person

With

Sole Voting Power:

1,574,229(9)

Shared Voting Power:

0

Sole Dispositive Power:

1,574,229(9)

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

1,574,229(9)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (9):

4.7%(10)

Type of Reporting Person (See Instructions):

PN

Ponoi Capital II, LP (“Ponoi II LP”) has sole voting and dispositive control over 1,574,229 shares of Common Stock, except that Ponoi II Management, LLC (“Ponoi II LLC”), the general partner of Ponoi II LP, and Goeddel, Svennilson and Kutzkey, the managing partners of Ponoi II LLC, may be deemed to share dispositive and voting power over such stock.

The percentage set forth in row (11) is based on (i) 25,822,696 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019 plus (ii) 7,647,057 shares of Common Stock sold by the Issuer pursuant to a private placement on October 3, 2019, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019.

Name of Reporting Person

Ponoi II Management, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only:

Citizenship or Place of Organization:

Delaware

Number of

Shares

Beneficially

by

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

1,574,229(11)

Sole Dispositive Power:

0

Shared Dispositive Power:

1,574,229(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

1,574,229(11)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (9):

4.7%(12)

Type of Reporting Person (See Instructions):

OO

Ponoi II LLC is the general partner of Ponoi II LP and shares voting and dispositive power over the shares of Common Stock held by Ponoi II LP.

The percentage set forth in row (11) is based on (i) 25,822,696 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019 plus (ii) 7,647,057 shares of Common Stock sold by the Issuer pursuant to a private placement on October 3, 2019, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019.

Name of Reporting Person

Peter Svennilson

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only:

Citizenship or Place of Organization:

Sweden

Number of

Shares

Beneficially

by

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

6,039,809(13)

Sole Dispositive Power:

0

Shared Dispositive Power:

6,039,809(13)

Aggregate Amount Beneficially Owned by Each Reporting Person:

6,039,809(13)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (9):

18.0%(14)

Type of Reporting Person (See Instructions):

IN

Svennilson is a managing partner of TCG GP, Ponoi LLC and Ponoi II LLC and may be deemed to share voting and dispositive control over the shares of Common Stock held by TCG LP, Ponoi LP and Ponoi II LP.

The percentage set forth in row (11) is based on (i) 25,822,696 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019 plus (ii) 7,647,057 shares of Common Stock sold by the Issuer pursuant to a private placement on October 3, 2019, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019, plus, for the portion of the percentage related to shares of Common Stock beneficially owned by TCG LP, 30,107 shares of Common Stock underlying the warrants held by TCG LP.

Name of Reporting Person

David V. Goeddel

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only:

Citizenship or Place of Organization:

U.S.A.

Number of

Shares

Beneficially

by

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

6,198,964(15)

Sole Dispositive Power:

0

Shared Dispositive Power:

6,198,964(15)

Aggregate Amount Beneficially Owned by Each Reporting Person:

6,198,964(15)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (9):

18.5%(16)

Type of Reporting Person (See Instructions):

IN

Goeddel is a managing partner of TCG GP, Ponoi LLC and Ponoi II LLC and may be deemed to share voting and dispositive control over the shares of Common Stock held by TCG LP, Ponoi LP and Ponoi II LP. Also consists of 159,155 shares of Common Stock held directly by The David V. and Alena Z. Goeddel 2004 Trust, over which Goeddel may be deemed to share voting and dispositive control.

The percentage set forth in row (11) is based on (i) 25,822,696 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019 plus (ii) 7,647,057 shares of Common Stock sold by the Issuer pursuant to a private placement on October 3, 2019, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019, plus, for the portion of the percentage related to shares of Common Stock beneficially owned by TCG LP, 30,107 shares of Common Stock underlying the warrants held by TCG LP.

Name of Reporting Person

Tim Kutzkey

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☒

SEC Use Only:

Citizenship or Place of Organization:

U.S.A.

Number of

Shares

Beneficially

by

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

3,454,852(17)

Sole Dispositive Power:

0

Shared Dispositive Power:

3,454,852(17)

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,454,852(17)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

☐

Percent of Class Represented by Amount in Row (9):

10.3%(18)

Type of Reporting Person (See Instructions):

IN

Kutzkey is a managing partner of Ponoi LLC and Ponoi II LLC and may be deemed to share voting and dispositive control over the shares of Common Stock held by Ponoi LP and Ponoi II LP.

The percentage set forth in row (11) is based on (i) 25,822,696 shares of Common Stock outstanding as of July 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019 plus (ii) 7,647,057 shares of Common Stock sold by the Issuer pursuant to a private placement on October 3, 2019, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of Class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

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

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

By:

The Column Group GP, LP

By:

/s/ Peter Svennilson

By:

/s/ Peter Svennilson

Name: 

Peter Svennilson

Name: 

Peter Svennilson

Title:

Managing Partner

Title:

Managing Partner

By:

Ponoi Management, LLC

By:

/s/ Peter Svennilson

By:

/s/ Peter Svennilson

Name:

Peter Svennilson

Name:

Peter Svennilson

Title:

Managing Partner

Title:

Managing Partner

By:

Ponoi II Management, LLC

By:

/s/ Peter Svennilson

By:

/s/ Peter Svennilson

Name:

Peter Svennilson

Name:

Peter Svennilson

Title:

Managing Partner

Title:

Managing Partner

By:

/s/ Peter Svennilson

Peter Svennilson

By:

/s/ David V. Goeddel

David V. Goeddel

By:

/s/ Tim Kutzkey

Tim Kutzkey