Sec Form 3 Filing - Venrock Healthcare Capital Partners III, L.P. @ CONSTELLATION PHARMACEUTICALS INC - 2019-10-03

FORM 3 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 Venrock Healthcare Capital Partners III, 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) C/O VENROCK, 7 BRYANT PARK, 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/03/2019 (Street) NEW YORK, NY10018 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 3,616,873 ( 1 ) I By Funds ( 2 )

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 Venrock Healthcar e Capital Partners III, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY10018 X VHCP Co-Investment Holdings III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY10018 X VHCP Management III, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY10018 X Venrock Healthcare Capital Partners II, L.P. C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY10018 X VHCP Co-Investment Holdings II, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY10018 X VHCP Management II, LLC C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY10018 X Koh Bong Y C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY10018 X Shah Nimish P C/O VENROCK 7 BRYANT PARK, 23RD FLOOR NEW YORK, NY10018 X Signatures /s/ David L. Stepp, authorized signatory 10/04/2019 Signature of Reporting Person Date /s/ Bong Koh 10/04/2019 Signature of Reporting Person Date /s/ Nimish Shah 10/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of an aggregate of 1,923,958 shares of Common Stock held by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), 192,284 shares of Common Stock held by VHCP Co-Investment Holdings III, LLC ("Co-Invest III"), 1,067,801shares of Common Stock held by Venrock Healthcare Capital Partners II, L.P. ("VHCP II") and 432,830 shares of Common Stock held by VHCP Co-Investment Holdings II, LLC ("Co-Invest II") (collectively, the "VHCP Funds"). ( 2 )VHCP Management III, LLC ("VHCPM III") is the sole general partner and the sole manager of VHCP III and Co-Invest III, respectively, and may be deemed to own the shares held by VHCP III and Co-Invest III. VHCP Management II, LLC ("VHCPM II") is the sole general partner and the sole manager of VHCP II and Co-Invest II, respectively, and may be deemed to own the shares held by VHCP II and Co-Invest II. Bong Koh and Nimish Shah are the sole managers of VHCPM III and VHCPM II. Each of VHCPM III, VHCPM II and Drs. Koh and Shah disclaims beneficial ownership of all the shares held by the VHCP Funds except to the extent of their indirect proportionate pecuniary interest therein.

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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