Sec Form 3 Filing - Vivo Capital VIII, LLC @ Crinetics Pharmaceuticals, Inc. - 2018-07-17

Insider filing report for Changes in Beneficial Ownership
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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
Vivo Capital VIII, LLC
2. Issuer Name and Ticker or Trading Symbol
Crinetics Pharmaceuticals, Inc. [ CRNX]
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 VIVO CAPITAL LLC, 505 HAMILTON AVENUE, SUITE 207
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2018
(Street)
PALO ALTO, CA94301
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 54,711 I By Vivo Capital, LLC ( 1 )
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 $ 0 ( 2 ) ( 2 ) Common Stock 2,560,613 I By Vivo Capital Fund VIII, L.P. ( 3 )
Series A Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 353,590 I By Vivo Capital Surplus Fund VIII, L.P. ( 3 )
Series B Preferred Stock $ 0 ( 4 ) ( 4 ) Common Stock 413,040 I By Vivo Capital Fund VIII, L.P. ( 3 )
Series B Preferred Stock $ 0 ( 4 ) ( 4 ) Common Stock 57,035 I By Vivo Capital Surplus Fund VIII, L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vivo Capital VIII, LLC
C/O VIVO CAPITAL LLC
505 HAMILTON AVENUE, SUITE 207
PALO ALTO, CA94301
X
Vivo Capital, LLC
505 HAMILTON AVENUE, SUITE 207
PALO ALTO, CA94301
X
Vivo Capital Fund VIII, L.P.
505 HAMILTON AVENUE, SUITE 207
PALO ALTO, CA94301
X
Vivo Capital Surplus Fund VIII, L.P.
505 HAMILTON AVENUE, SUITE 207
PALO ALTO, CA94301
X
Signatures
/s/ Albert Cha as a managing member of Vivo Capital VIII, LLC 07/17/2018
Signature of Reporting Person Date
/s/ Albert Cha as a managing member of Vivo Capital LLC 07/17/2018
Signature of Reporting Person Date
/s/ Albert Cha as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Fund VIII, L.P. 07/17/2018
Signature of Reporting Person Date
/s/ Albert Cha as a managing member of Vivo Capital VIII, LLC, the general partner of Vivo Capital Surplus Fund VIII, L.P. 07/17/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vivo Capital LLC is the management company of Vivo Capital VIII, LLC ("Vivo LLC"). The voting members of each of Vivo Capital LLC and Vivo LLC are Frank Kung, Albert Cha, Edgar Engleman, Chen Yu and Shan Fu, none of whom has individual voting or investment power with respect to these securities. Jack B. Nielsen, M.Sc., a director of the issuer, is a Managing Director at Vivo Capital LLC. Each of the above-listed individuals disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for the purposes of Section 16 or for any other purposes.
( 2 )Each of the 8,424,416 and 1,163,311 shares of Series A Preferred Stock held by Vivo Capital Fund VIII, L.P. ("VCF") and Vivo Capital Surplus Fund VIII, L.P.("VCSF"), respectively, is convertible, at any time, at the holder's election, at a ratio of 3.29 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert at a ratio of 3.29 to one share of the Issuer's common stock. The Series A Preferred Stock has no expiration date.
( 3 )Vivo LLC is the general partner of each of VCF and VCSF, the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. In addition, Albert Cha, Frank Kung, Edgar Engleman, Chen Yu and Shan Fu are managing members of Vivo LLC and may be deemed to share voting and dispositive power over the securities held by VCF and VCSF. Each of these individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 4 )Each of the 1,358,903 and 187,648 shares of Series B Preferred Stock held by VCF and VCSF, respectively, is convertible, at any time, at the holder's election, at a ratio of 3.29 to one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert at a ratio of 3.29 to one share of the Issuer's common stock. The Series B Preferred Stock has no expiration date.

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