Sec Form 4 Filing - Topspin Fund L.P. @ RAPT Therapeutics, Inc. - 2020-05-26

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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
Topspin Fund L.P.
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)
3 EXPRESSWAY PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
05/26/2020
(Street)
ROSLYN HEIGHTS, NY11577
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 05/26/2020 S 2,056,666 D 559,243 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I Footnote ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Topspin Fund L.P.
3 EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NY11577
X
Topspin Biotech Fund II, L.P.
3 EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NY11577
X
LG Management, LLC
3 EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NY11577
X
GUTHART LEO
3 EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NY11577
X
Signatures
TOPSPIN FUND L.P., /s/ Leo A. Guthart, Managing Member of the General Partner 05/28/2020
Signature of Reporting Person Date
TOPSPIN BIOTECH FUND II, L.P., /s/ Leo A. Guthart, Managing Member of the General Partner 05/28/2020
Signature of Reporting Person Date
LG MANAGEMENT, LLC, /s/ Leo A. Guthart, Managing Member 05/28/2020
Signature of Reporting Person Date
/s/ Leo A. Guthart 05/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of (1) 518,705 shares held of record by Topspin Fund, LP.; and (2) 40,538 shares owned by Leo A Guthart, individually. Each of Topspin Fund, LP and Leo A. Guthart disclaims beneficial ownership of the shares held of recod by the other.
( 2 )On May 26, 2020, Topspin Biotech Fund II, L.P. distributed the 1,641,666 shares owned by it as follows: (1) 1,559,990 shares were distributed in-kind to its limited partners; and (2) 81,676 were distributed at the direction of LG Management, LLC, the general partner of Topspin Biotech Fund II, L.P., as follows: (a) 40,538 were distributed to Leo A. Guthart, the managing member of LG Management, LLC; and (b) an aggregate of 41,138 were distributed to two third-parties. The 81,676 shares distributed at the direction of LG Management, LLC were shares to which it was entitled in its capacity as general partner of Topspin Biotech Fund II, L.P.
( 3 )On May 26, 2020, Topspin Fund, L.P. distributed 415,000 shares owned by it to one of its limited partners.
( 4 )518,705 of such shares are held directly by Topspin Fund L.P. LG Management, LLC, the general partner of Topspin Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.

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