Sec Form 4 Filing - Audia James E @ CONSTELLATION PHARMACEUTICALS INC - 2021-07-15

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 Audia James E 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 _____ 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) 07/15/2021 (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 07/15/2021 D 25,434 D 0 D

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 Stock Option (Right to Buy) $ 33.57 07/15/2021 D 13,171 ( 2 ) ( 2 ) Common Stock 13,171 ( 2 ) 0 D Stock Option (right to buy) $ 11.5 07/15/2021 D 8,175 ( 2 ) ( 2 ) Common Stock 8,175 ( 2 ) 0 D Stock Option (right to buy) $ 9.12 07/15/2021 D 13,171 ( 2 ) ( 2 ) Common Stock 13,171 ( 2 ) 0 D Stock Option (right to buy) $ 7.6 07/15/2021 D 1,277 ( 2 ) ( 2 ) Common Stock 1,277 ( 2 ) 0 D Stock Option (right to buy) $ 7.6 07/15/2021 D 9,083 ( 2 ) ( 2 ) Common Stock 9,083 ( 2 ) 0 D Stock Option (right to buy) $ 5.62 07/15/2021 D 24,604 ( 2 ) ( 2 ) Common Stock 24,604 ( 2 ) 0 D Stock Option (right to buy) $ 5.51 07/15/2021 D 2,384 ( 2 ) ( 2 ) Common Stock 2,384 ( 2 ) 0 D Stock Option (right to buy) $ 5.51 07/15/2021 D 9,083 ( 2 ) ( 2 ) Common Stock 9,803 ( 2 ) 0 D Stock Option (right to buy) $ 4.08 07/15/2021 D 11,626 ( 2 ) ( 2 ) Common Stock 11,626 ( 2 ) 0 D Stock Options (Right to buy) $ 37.52 07/15/2021 D 13,171 ( 2 ) ( 2 ) Common Stock 13,171 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Audia James E C/O CONSTELLATION PHARMACEUTICALS, INC. 215 FIRST STREET, SUITE 200 CAMBRIDGE, MA02142 X Signatures /s/ Emma Reeve, as Attorney-in-Fact for James E. Audia 07/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Agreement"), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration"). ( 2 )This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the ''Agreement''), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into t he Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration").

Remarks: In connection with the consummation of the Merger, at the Effective Time, (a) immediately prior to the Effective Time, each outstanding Company stock option accelerated and became fully vested and exercisable; and (b) at the Effective Time, each unexercised outstanding Company stock option was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the excess, if any, of the Merger Consideration, over the per share exercise price, and (ii) the number of shares of Common Stock subject to such Company stock option. Any company stock options that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration.

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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