Sec Form 4 Filing - DIEKMAN JOHN D @ IDEAYA Biosciences, Inc. - 2019-05-28

Insider filing report for Changes in Beneficial Ownership
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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
DIEKMAN JOHN D
2. Issuer Name and Ticker or Trading Symbol
IDEAYA Biosciences, Inc. [ IDYA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O 5AM VENTURES, 501 SECOND STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2019
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 05/28/2019 C 1,721,898 ( 1 ) ( 2 ) A 2,026,098 ( 1 ) I See footnote ( 3 )
Common Stock 05/28/2019 C 578,447 ( 1 ) ( 4 ) A 2,604,545 ( 1 ) I See footnote ( 3 )
Common Stock 05/28/2019 C 71,745 ( 1 ) ( 2 ) A 84,420 ( 1 ) I See footnote ( 5 )
Common Stock 05/28/2019 C 24,101 ( 1 ) ( 4 ) A 108,521 ( 1 ) I See footnote ( 5 )
Common Stock 05/28/2019 P 240,000 A $ 10 2,844,545 I See footnote ( 3 )
Common Stock 05/28/2019 P 10,000 A $ 10 118,521 I See footnote ( 5 )
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 ( 2 ) 05/28/2019 C 1,721,898 ( 1 ) ( 2 ) ( 2 ) Common Stock 1,721,898 ( 1 ) ( 2 ) ( 2 ) 0 I See footnote ( 3 )
Series B Preferred Stock ( 4 ) 05/28/2019 C 578,447 ( 1 ) ( 4 ) ( 4 ) Common Stock 578,447 ( 1 ) ( 4 ) ( 4 ) 0 I See footnote ( 3 )
Series A Preferred Stock ( 2 ) 05/28/2019 C 71,745 ( 1 ) ( 2 ) ( 2 ) Common Stock 71,745 ( 1 ) ( 2 ) ( 2 ) 0 I See footnote ( 5 )
Series B Preferred Stock ( 4 ) 05/28/2019 C 24,101 ( 1 ) ( 4 ) ( 4 ) Common Stock 24,101 ( 1 ) ( 4 ) ( 4 ) 0 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DIEKMAN JOHN D
C/O 5AM VENTURES
501 SECOND STREET, SUITE 350
SAN FRANCISCO, CA94107
X
Signatures
/s/ Paul A. Stone, as Attorney-in-Fact for John D. Diekman 05/28/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a 1-for-10.2564 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.
( 2 )Each share of Series A Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
( 3 )The shares are held by 5AM Ventures IV, L.P. ("Ventures IV"). 5AM Partners IV, LLC ("Partners IV") is the sole general partner of Ventures IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV, and have shared voting and investment power over the shares beneficially owned by Ventures IV. Dr. Diekman disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 4 )Each share of Series B Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
( 5 )The shares are held by 5AM Co-Investors IV, L.P. ("Co-Investors IV"). Partners IV is the sole general partner of Co-Investors IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV, and have shared voting and investment power over the shares beneficially owned by Co-Investors IV. Dr. Diekman disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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