Sec Form 3 Filing - NESTLE SA @ Prometheus Biosciences, Inc. - 2021-03-11

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 NESTLE SA 2. Issuer Name and Ticker or Trading Symbol Prometheus Biosciences, Inc. [ RXDX] 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) AVENUE NESTLE 55 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2021 (Street) CH-1800, VEVEY, V8 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

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 C Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,500,000 I See Footnote ( 4 ) ( 5 ) Series D-1 Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 508,885 I See Footnote ( 4 ) ( 5 ) Series D-2 Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 721,956 I See Footnote ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NESTLE SA AVENUE NESTLE 55 CH-1800, VEVEY, V8 X Societe des Produits Nestle S.A. AVENUE NESTLE 55 CH-1800, VEVEY, V8 X Signatures SOCIETE DES PRODUITS NESTLE S.A. By: /s/ Claudio Kuoni, Name: Claudio Kuoni, Title: Vice President 03/11/2021 Signature of Reporting Person Date NESTLE S.A. By: /s/ Gregory Behar, Name: Gregory Behar, Title: Deputy Executive Vice President 03/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Series C Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-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 C Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series C Preferred Stock has no expiration date. ( 2 )Shares of Series D-1 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-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 D-1 Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-1 Preferred Stock has no expiration date. ( 3 )Shares of Series D-2 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-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 D-2 Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-2 Preferred Stock has no expiration date. ( 4 )The shares reported herein represent, (i) 855,000 shares of Series C Preferred Stock held by Nestle Health Science US Holdings, Inc. ("NHS"), (ii) 508,885 shares of Series D-1 Preferred Stock held by NHS, (iii) 721,956 shares of Series D-2 Preferred Stock held by NHS and (iv) 1,645,000 shares of Series C Preferred Stock held by Societe des Produits Nestle S.A. ("SPN"). NHS is a wholly owned subsidiary of NIMCO US, Inc. ("NIMCO"). NIMCO, in turn, is a wholly-owned subsidiary of Nestle US Holdco, Inc. ("Nestle US Holdco"), which is a wholly-owned subsidiary of SPN. The ultimate parent company of NHS, NIMCO, Nestle US Holdco and SPN is Nestle S.A. ("Nestle"). Each of these entities may be deemed to share voting and investment power with respect to all shares of Series C Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock held by NHS. ( 5 )(Continued from Footnote 4) Additionally, Nestle may be deemed to share voting and investment power with respect to all shares of Series C Preferred Stock held by SPN.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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