Sec Form 4 Filing - COLUMN GROUP L P @ CONSTELLATION PHARMACEUTICALS INC - 2019-10-03

Insider filing report for Changes in Beneficial Ownership
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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
COLUMN GROUP L P
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)
1700 OWENS STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2019
(Street)
SAN FRANCISCO, CA94158
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 10/03/2019 P 1,331,764 ( 1 ) A $ 8.5 6,009,702 D ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock 10/03/2019 P 80,000 A $ 8.5 159,155 I ( 6 ) 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COLUMN GROUP L P
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA94158
X
COLUMN GROUP GP, LP
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA94158
X
PONOI CAPITAL, LP
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA94158
X
Ponoi Management, LLC
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA94158
X
Ponoi Capital II, LP
1700 OWENS STREET
STE 500
SAN FRANCISCO, CA94158
X
Ponoi II Management, LLC
1700 OWENS STREET, SUITE 500
SAN FRANCISCO, CA94158
X
GOEDDEL DAVID V
C/O COLUMN GROUP LP
1700 OWENS STREET, SUITE 500
SAN FRANCISCO, CA94158
X
Kutzkey Tim
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA94158
X
Svennilson Peter
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA94158
X
Signatures
Jennifer J. Carlson, Attorney-in-Fact 10/07/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 665,882 shares of common stock held directly by Ponoi Capital, LP and 665,882 shares of common stock held directly by Ponoi Capital II, LP.
( 2 )Consists of 2,554,850 shares of common stock held directly by The Column Group, LP, 1,880,623 shares of common stock held directly by Ponoi Capital, LP and 1,574,229 shares of common stock held directly by Ponoi Capital II, LP. The reported number of shares held directly by Ponoi Capital, LP was decreased by one share to accurately match the issuer's records.
( 3 )The securities are directly held by The Column Group, LP, and indirectly held by The Column Group GP, LP, the general partner of The Column Group, LP. The managing partners of The Column Group GP, LP are David Goeddel and Peter Svennilson. The managing partners of The Column Group GP, LP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
( 4 )The securities are directly held by Ponoi Capital, LP, and indirectly held by Ponoi Management, LLC, the general partner of Ponoi Capital, LP. The managing partners of Ponoi Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
( 5 )The securities are directly held by Ponoi Capital II, LP, and indirectly held by Ponoi II Management, LLC, the general partner of Ponoi Capital II, LP. The managing partners of Ponoi II Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of Ponoi II Management, LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.
( 6 )The securities are held directly by The David V. and Alena Z. Goeddel 2004 Trust.

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