Sec Form 4 Filing - EVNIN ANTHONY B @ 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 EVNIN ANTHONY B 2. Issuer Name and Ticker or Trading Symbol CONSTELLATION PHARMACEUTICALS INC [ CNST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CONSTELLATION PHARMACEUTICALS, INC., 215 FIRST STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2018 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 2,385,902 A 2,385,902 I ( 2 ) ( 3 ) ( 4 ) By Funds Common Stock 07/23/2018 P 133,334 ( 5 ) A $ 15 2,519,236 I ( 3 ) ( 4 ) By Funds

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 A Preferred Stock ( 1 ) 07/23/2018 C 9,500,000 ( 1 ) ( 1 ) Common Stock 862,927 $ 0 0 I ( 3 ) ( 4 ) ( 6 ) By Funds Series B Preferred Stock ( 1 ) 07/23/2018 C 3,750,000 ( 1 ) ( 1 ) Common Stock 340,627 $ 0 0 I ( 3 ) ( 4 ) ( 7 ) By Funds Series D Preferred Stock ( 1 ) 07/23/2018 C 664,894 ( 1 ) ( 1 ) Common Stock 60,394 $ 0 0 I ( 3 ) ( 4 ) ( 8 ) By Funds Series E Preferred Stock ( 1 ) 07/23/2018 C 888,888 ( 1 ) ( 1 ) Common Stock 103,809 $ 0 0 I ( 3 ) ( 4 ) ( 9 ) By Funds Series E-1 Preferred Stock ( 1 ) 07/23/2018 C 1,208,674 ( 1 ) ( 1 ) Common Stock 109,786 $ 0 0 I ( 3 ) ( 4 ) ( 10 ) By Funds Series F Preferred Stock ( 1 ) 07/23/2018 C 10,000,000 ( 1 ) ( 1 ) Common Stock 908,359 $ 0 0 I ( 3 ) ( 4 ) ( 11 ) By Funds

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EVNIN ANTHONY B C/O CONSTELLATION PHARMACEUTICALS, INC. 215 FIRST STREET, SUITE 200 CAMBRIDGE, MA02142 X X Signatures /s/ Emma Reeve, as Attorney-in-Fact for Anthony B. Evnin 07/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 23, 2018, the Series A, Series B, Series D, 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 A, Series B, Series C, 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 )Consists of an aggregate of 1,497,120 shares of Common Stock held by Venrock Associates V, 35,175 shares of Common Stock held by Venrock Entrepreneurs Fund V, 126,930 shares of Common Stock held by Venrock Partners V, 517,031 shares of Common Stock held by Venrock Healthcare Capital Partners II and 209,646 shares of Common Stock held by VHCP Co-Investment Holdings II. ( 3 )Venrock Management V, LLC ("VM5"), Venrock Partners Management V, LLC ("VPM5"), and VEF Management V, LLC ("VEFM5") are the sole general partners of Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively with Venrock Associates V and Venrock Partners V, the "Venrock Funds"), respectively, and may be deemed to own the shares held by the Venrock Funds. VM5, VPM5 and VEFM5 disclaim beneficial ownership of all the shares held by the Venrock Funds except to the extent of their proportionate pecuniary interest therein. Dr. Evnin is a member of VM5, VPM5 and VEFM5 and may be deemed to own the shares held by the Venrock Funds. ( 4 )(Continued from Footnote 3) Dr. Evnin disclaims beneficial ownership of all the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. VHCP Management II, LLC ("VHCPM"), is the sole general partner and the sole manager of Venrock Healthcare Capital Partners II, L.P. and VHCP Co-Investment Holdings II, LLC (collectively with Venrock Healthcare Capital Partners II, the "VHCP II Funds"), respectively, and may be deemed to own the shares held by the VHCP II Funds. Dr. Evnin disclaims beneficial ownership of all the shares held by the VHCP II Funds except to the extent of his proportionate pecuniary interest therein. ( 5 )Consists of an aggregate of 60,156 shares of Common Stock purchased by Venrock Associates V, 1,415 shares of Common Stock purchased by Venrock Entrepreneurs Fund V, 5,096 shares of Common Stock purchased by Venrock Partners V, 60,607 shares of Common Stock purchased by Venrock Healthcare Capital Partners II and 6,060 shares of Common Stock purchased by VHCP Co-Investment Holdings II. ( 6 )Consists of an aggregate of 8,571,854 shares of Series A Preferred Stock ("Series A Stock"), which were convertible into 778,621 shares of Common Stock, held by Venrock Associates V, 201,398 shares of Series A Stock, which were convertible into 18,293 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 726,748 shares of Series A Stock, which were convertible into 66,013 shares of Common Stock, held by Venrock Partners V. ( 7 )Consists of an aggregate of 3,383,625 shares of Series B Preferred Stock ("Series B Stock"), which were convertible into 307,350 shares of Common Stock, held by Venrock Associates V, 79,500 shares of Series B Stock, which were convertible into 7,220 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 286,875 shares of Series B Stock, which were convertible into 26,057 shares of Common Stock, held by Venrock Partners V. ( 8 )Consists of an aggregate of 599,934 shares of Series D Preferred Stock ("Series D Stock"), which were convertible into 54,494 shares of Common Stock, held by Venrock Associates V, 14,096 shares of Series D Stock, which were convertible into 1,280 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 50,864 shares of Series D Stock, which were convertible into 4,620 shares of Common Stock, held by Venrock Partners V. ( 9 )Co nsists of an aggregate of 1,031,199 shares of Series E Preferred Stock ("Series E Stock"), which were convertible into 93,668 shares of Common Stock, held by Venrock Associates V, 24,228 shares of Series E Stock, which were convertible into 2,200 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 87,429 shares of Series E Stock, which were convertible into 7,941 shares of Common Stock, held by Venrock Partners V. ( 10 )Consists of an aggregate of 1,090,590 shares of Series E-1 Preferred Stock ("Series E-1 Stock"), which were convertible into 99,062 shares of Common Stock, held by Venrock Associates V, 25,622 shares of Series E-1 Stock, which were convertible into 2,326 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 92,462 shares of Series E-1 Stock, which were convertible into 8,398 shares of Common Stock, held by Venrock Partners V. ( 11 )Consists of an aggregate of 1,804,600 shares of Series F Preferred Stock ("Series F Stock"), which were convertible into 163,925 shares of Common Stock, held by Venrock Associates V, 42,400 shares of Series F Stock, which were convertible into 3,856 shares of Common Stock, held by Venrock Entrepreneurs Fund V, 153,000 shares of Series F Stock, which were convertible into 13,901 shares of Common Stock, held by Venrock Partners V, 5,692,000 shares of Series F Stock, which were convertible into 517,031 shares of Common Stock, held by Venrock Healthcare Capital Partners II and 2,308,000 shares of Series F Stock, which were convertible into 209,646 shares of Common Stock, held by VHCP Co-Investment Holdings II.

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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