Sec Form 4 Filing - COLUMN GROUP II, LP @ RAPT Therapeutics, Inc. - 2021-09-10

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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 II, LP
2. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT]
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)
1 LETTERMAN DRIVE, BUILDING D, SUITE DM-900
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2021
(Street)
SAN FRANCISCO, CA94129
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 09/10/2021 J( 1 ) 1,166,666 D $ 0 1,402,008 D ( 2 )
Common Stock 09/10/2021 J( 3 ) 279,710 A $ 0 279,710 I See Footnote ( 4 )
Common Stock 09/10/2021 J( 5 ) 279,710 D $ 0 0 I See Footnote ( 4 )
Common Stock 09/10/2021 J( 6 ) 72 A $ 0 163 I See Footnote ( 7 )
Common Stock 09/10/2021 J( 8 ) 84,307 A $ 0 84,307 I See Footnote ( 9 )
Common Stock 09/10/2021 J( 8 ) 84,307 A $ 0 84,307 I See Footnote ( 10 )
Common Stock 09/10/2021 J( 8 ) 48,65 2 A $ 0 48,652 I See Footnote ( 11 )
Common Stock 09/10/2021 S 7,187 D $ 35.1941 ( 12 ) 77,120 I See Footnote ( 9 )
Common Stock 09/10/2021 S 7,320 D $ 35.1875 ( 13 ) 76,987 I See Footnote ( 10 )
Common Stock 09/10/2021 S 7,231 D $ 35.1949 ( 14 ) 41,421 I See Footnote ( 11 )
Common Stock 09/13/2021 S 4,803 D $ 35.2506 ( 15 ) 72,317 I See Footnote ( 9 )
Common Stock 09/13/2021 S 4,726 D $ 35.2713 ( 16 ) 72,261 I See Footnote ( 10 )
Common Stock 09/13/2021 S 4,788 D $ 35.2845 ( 17 ) 36,633 I See Footnote ( 11 )
Common Stock 1,599,417 I See Footnote ( 18 )
Common Stock 145,401 I See Footnote ( 19 )
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 II, LP
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
Column Group II GP, LP
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
PONOI CAPITAL, LP
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
Ponoi Management, LLC
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
Ponoi Capital II, LP
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
Ponoi II Management, LLC
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
Kutzkey Tim
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
GOEDDEL DAVID V
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
Svennilson Peter
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
Column Group LLC
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO, CA94129
X
Signatures
/s/ James Evangelista, as Attorney-in-fact for David Goeddel 09/14/2021
Signature of Reporting Person Date
/s/ James Evangelista, as Attorney-in-fact for Peter Svennilson 09/14/2021
Signature of Reporting Person Date
/s/ James Evangelista, as Attorney-in-fact for Tim Kutzkey 09/14/2021
Signature of Reporting Person Date
/s/ James Evangelista, as Attorney-in-fact for Ponoi Capital II LP 09/14/2021
Signature of Reporting Person Date
/s/ James Evangelista, as Attorney-in-fact for Ponoi II Management LLC 09/14/2021
Signature of Reporting Person Date
/s/ James Evangelista, as Attorney-in-fact for Ponoi Capital LP 09/14/2021
Signature of Reporting Person Date
/s/ James Evangelista, as Attorney-in-fact for Ponoi Management LLC 09/14/2021
Signature of Reporting Person Date
/s/ James Evangelista, as Attorney-in-fact for The Column Group II LP 09/14/2021
Signature of Reporting Person Date
/s/ James Evangelista, as Attorney-in-fact for The Column Group II GP LP 09/14/2021
Signature of Reporting Person Date
/s/ James Evangelista, as Attorney-in-fact for The Column Group LLC 09/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by The Column Group II, LP ("TCG II LP") to its general and limited partners.
( 2 )The securities are directly held by TCG II LP. The Column Group II GP, LP ("TCG II GP") is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG II GP are David Goeddel and Peter Svennilson (collectively, the "TCG II GP Managing Partners"). The TCG II GP Managing Partners may be deemed to share voting and investment power with respect to such shares. TCG II GP and each of the TCG II GP Managing Partners disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares.
( 3 )Represents a change in the form of ownership of TCG II GP by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common stock of the Issuer for no consideration by TCG II LP.
( 4 )The securities are directly held by TCG II GP. The TCG II GP Managing Partners may be deemed to share voting and investment power with respect to such shares. Each of the TCG II Managing Partners disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares
( 5 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by TCG II GP to its partners.
( 6 )Represents a change in the form of ownership of The Column Group, LLC ("TCG LLC") by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common stock of the Issuer for no consideration by TCG II GP.
( 7 )The securities are directly held TCG LLC. The managing members of TCG LLC are the TCG II GP Managing Partners and Tim Kutzkey (collectively, the "Ponoi Managing Partners"). The Ponoi Managing Partners may be deemed to share voting and investment power with respect to such shares. Each of the Ponoi Managing Partners disclaims beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares.
( 8 )Represents a change in the form of ownership of the Ponoi Managing Partners by virtue of the receipt of shares as a result of the pro-rata in-kind distribution of common stock of the Issuer for no consideration by TCG II GP.
( 9 )These securities are directly held by David Goeddel.
( 10 )These securities are directly held by Peter Svennilson.
( 11 )These securities are directly held by Tim Kutzkey.
( 12 )The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.69, inclusive. David Goeddel undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (12) to this Form 4.
( 13 )The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.68, inclusive. Peter Svennilson undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (13) to this Form 4.
( 14 )The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.69, inclusive. Tim Kutzkey undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (14) to this Form 4.
( 15 )15. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.65, inclusive. David Goeddel undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (15) to this Form 4.
( 16 )16. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.69, inclusive. Peter Svennilson undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (16) to this Form 4.
( 17 )The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $35.00 to $35.68, inclusive. Tim Kutzkey undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (17) to this Form 4.
( 18 )The securities are directly held by Ponoi Capital, LP ("Ponoi LP"). Ponoi Management, LLC ("Ponoi LLC") is the general partner of Ponoi LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of Ponoi LLC are the Ponoi Managing Partners. The Ponoi Managing Partners may be deemed to share voting and investment power with respect to such shares. Ponoi LLC and the each of the Ponoi Managing Partners disclaims beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares.
( 19 )The securities are directly held by Ponoi Capital II, LP ("Ponoi II LP"). Ponoi II Management, LLC ("Ponoi II LLC") is the general partner of Ponoi II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of Ponoi II LLC are the Ponoi Managing Partners. The Ponoi Managing Partners may be deemed to share voting and investment power with respect to such shares. Ponoi II LLC and the each of the Ponoi Managing Partners disclaims beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares.

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