Sec Form 4 Filing - Takeda Ventures, Inc. @ Cortexyme, Inc. - 2019-05-13

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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
Takeda Ventures, Inc.
2. Issuer Name and Ticker or Trading Symbol
Cortexyme, Inc. [ CRTX]
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)
435 TASSO STREET, SUITE 300,
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2019
(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 05/13/2019 C 2,679,802 ( 1 ) A 2,679,802 D ( 3 )
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 Redeemable Convertible Preferred Stock ( 2 ) 05/13/2019 C 2,360,071 ( 2 ) ( 2 ) Common Stock 2,360,071 $ 0 0 D ( 3 )
Series B Redeemable Convertible Preferred Stock ( 2 ) 05/13/2019 C 319,731 ( 2 ) ( 2 ) Common Stock 319,731 $ 0 0 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Takeda Ventures, Inc.
435 TASSO STREET, SUITE 300
PALO ALTO, CA94301
X
TAKEDA PHARMACEUTICAL CO LTD
1-1, NIHONBASHI-HONCHO 2-CHOME
CHUO-KU
TOKYO, M0103-8668
X
Takeda Pharmaceuticals International AG
THURGAUERSTRASSE 130
8152 GLATTPARK-OPFIKON
ZURICH, 2M
X
Takeda Pharmaceuticals U.S.A., Inc.
ONE TAKEDA PARKWAY
DEERFIELD, IL60015
X
Signatures
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Ventures, Inc. 05/13/2019
Signature of Reporting Person Date
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Pharmaceutical Company Limited 05/13/2019
Signature of Reporting Person Date
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Pharmaceuticals International AG 05/13/2019
Signature of Reporting Person Date
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Pharmaceuticals U.S.A., Inc. 05/13/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The total represents shares received upon conversion of shares of Series A Redeemable Convertible Preferred Stock and shares of Series B Redeemable Convertible Preferred Stock.
( 2 )Each share of Series A Redeemable Convertible Preferred Stock and each share of Series B Redeemable Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock, respectively, for no additional consideration at the completion of the Issuer's initial public offering. The Redeemable Convertible Preferred Stock had no expiration date.
( 3 )These shares are owned directly by Takeda Ventures, Inc. Takeda Ventures, Inc. is a wholly-owned direct subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("Takeda USA"). Takeda Pharmaceuticals International AG owns 41.91% of Takeda USA, and Takeda Pharmaceutical Company Limited owns 58.09% of Takeda USA. Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited.

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