Sec Form 13G Filing - COLUMN GROUP L P filing for CONSTELLATION PHARMACEUTICALS INC (CNST) - 2020-06-24

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

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):

5.4%(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) 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020, plus (ii) 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

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):

5.4%(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) 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020, plus (ii) 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

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):

4.0%(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 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020.

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

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):

4.0%(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 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020.

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

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):

3.3%(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 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020.

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

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):

3.3%(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 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020.

Name of Reporting Person

The Column Group III, 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

Owned by

Each

Reporting

Person

With

Sole Voting Power:

19,571(13)

Shared Voting Power:

0

Sole Dispositive Power:

19,571(13)

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

19,571(13)

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

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

0.0%(14)

Type of Reporting Person (See Instructions):

PN

The Column Group III, LP (“TCG III LP”) has sole voting and dispositive control over 19,571 shares of Common Stock, except that The Column Group III GP, LP (“TCG III GP”), the general partner of TCG III LP, and Goeddel, Svennilson and Kutzkey, the managing partners of TCG III GP, may be deemed to share dispositive and voting power over such stock.

The percentage set forth in row (11) is based on 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020.

Name of Reporting Person

The Column Group III-A, 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

Owned by

Each

Reporting

Person

With

Sole Voting Power:

22,103(15)

Shared Voting Power:

0

Sole Dispositive Power:

22,103(15)

Shared Dispositive Power:

0

Aggregate Amount Beneficially Owned by Each Reporting Person:

22,103(15)

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

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

0.0%(16)

Type of Reporting Person (See Instructions):

PN

The Column Group III-A, LP (“TCG III-A LP”) has sole voting and dispositive control over 22,103 shares of Common Stock, except that TCG III GP, the general partner of TCG III-A LP, and Goeddel, Svennilson and Kutzkey, the managing partners of TCG III GP, may be deemed to share dispositive and voting power over such stock.

The percentage set forth in row (11) is based on 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020.

Name of Reporting Person

The Column Group III 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

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

41,674(17)

Sole Dispositive Power:

0

Shared Dispositive Power:

41,674(17)

Aggregate Amount Beneficially Owned by Each Reporting Person:

41,674(17)

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

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

0.1%(18)

Type of Reporting Person (See Instructions):

PN

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

The percentage set forth in row (11) is based on 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020.

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

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

6,081,483(19)

Sole Dispositive Power:

0

Shared Dispositive Power:

6,081,483(19)

Aggregate Amount Beneficially Owned by Each Reporting Person:

6,081,483(19)

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

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

12.8%(20)

Type of Reporting Person (See Instructions):

IN

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

The percentage set forth in row (11) is based on (i) 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020, plus (ii) 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

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

6,240,638(21)

Sole Dispositive Power:

0

Shared Dispositive Power:

6,240,638(21)

Aggregate Amount Beneficially Owned by Each Reporting Person:

6,240,638(21)

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

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

13.1%(22)

Type of Reporting Person (See Instructions):

IN

Goeddel is a managing partner of TCG GP, Ponoi LLC, Ponoi II LLC and TCG III GP and may be deemed to share voting and dispositive control over the shares of Common Stock held by TCG LP, Ponoi LP, Ponoi II LP, TCG III LP and TCG III-A 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) 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020, plus (ii) 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

Owned by

Each

Reporting

Person

With

Sole Voting Power:

0

Shared Voting Power:

3,496,526(23)

Sole Dispositive Power:

0

Shared Dispositive Power:

3,496,526(23)

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,496,526(23)

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

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

7.4%(24)

Type of Reporting Person (See Instructions):

IN

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

The percentage set forth in row (11) is based on 47,489,440 shares of Common Stock outstanding as of June 19, 2020, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on June 17, 2020.

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:

☐ Broker or dealer registered under section 15 of the Act ( 15 U.S.C. 78o);

☐ Bank as defined in section 3(a)(6) of the Act ( 15 U.S.C. 78c);

☐ Insurance company as defined in section 3(a)(19) of the Act ( 15 U.S.C. 78c);

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 ( 15 U.S.C. 80a-3);

☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Ownership.

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.

The Column Group GP, LP

Name:

Peter Svennilson

Name:

Peter Svennilson

Title:

Managing Partner

Title:

Managing Partner

Ponoi Management, LLC

Name:

Peter Svennilson

Name:

Peter Svennilson

Title:

Managing Partner

Title:

Managing Partner

Ponoi II Management, LLC

/s/ Peter Svennilson

/s/ Peter Svennilson

Name:

Peter Svennilson

Name:

Peter Svennilson

Title:

Managing P artner

Title:

Managing Partner

The Column Group III GP, LP

Name:

Peter Svennilson

Name:

Peter Svennilson

Title:

Managing Partner

Title:

Managing Partner

The Column Group III GP, LP

David V. Goeddel

Name:

Peter Svennilson

Tim Kutzkey

Title:

Managing Partner

Peter Svennilson