Sec Form 4 Filing - Point72 Biotech Private Investments, LLC @ Prometheus Biosciences, Inc. - 2021-03-16

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 Point72 Biotech Private Investments, LLC 2. Issuer Name and Ticker or Trading Symbol Prometheus Biosciences, Inc. [ RXDX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O POINT72, L.P., 72 CUMMINGS POINT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2021 (Street) STAMFORD, CT06902 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 03/16/2021 C 763,327 A 763,327 I See Footnote ( 2 ) Common Stock 03/16/2021 C 1,084,697 A 1,848,024 I See Footnote ( 2 ) Common Stock 03/16/2021 P 800,000 A $ 19 2,648,024 I See Footnote ( 4 )

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 D-1 Preferred Stock ( 1 ) 03/16/2021 C 7,633,277 ( 1 ) ( 1 ) Common Stock 763,327 ( 5 ) ( 1 ) 0 I See Footnote ( 2 ) Series D-2 Preferred Stock ( 3 ) 03/16/2021 C 10,846,968 ( 3 ) ( 3 ) Common Stock 1,084,697 ( 6 ) ( 3 ) 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Point72 Biotech Private Investments, LLC C/O POINT72, L.P. 72 CUMMINGS POINT ROAD STAMFORD, CT06902 Former 10% Owner Differentiated Ventures Investments, LLC C/O POINT72, L.P. 72 CUMMINGS POINT ROAD STAMFORD, CT06902 Former 10% Owner 72 Investment Holdings, LLC C/O POINT72, L.P. 72 CUMMINGS POINT ROAD STAMFORD, CT06902 Former 10% Owner COHEN STEVEN A/SAC CAPITAL MGMT LP C/O POINT72, L.P. 72 CUMMINGS POINT ROAD STAMFORD, CT06902 Former 10% Owner Signatures Point72 Biotech Private Investments, LLC by: /s/ Vincent Tortorella, Authorized Signatory 03/17/2021 Signature of Reporting Person Date Differentiated Ventures Investments, LLC by: /s/ Vincent Tortorella, Authorized Signatory 03/17/2021 Signature of Reporting Person Date 72 Investment Holdings, LLC by: /s/ Vincent Tortorella 03/17/2021 Signature of Reporting Person Date /s/ Steven A Cohen 03/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of the Issuer's Series D-1 Preferred Stock automatically converted into shares of the Issuer's common Stock, for no additional consideration, at a ratio of ten-for-one share, immediately prior to the consummation of the Issuer's initial public offering. ( 2 )The securities reported herein may be deemed to be beneficially owned by each: (i) Differentiated Ventures Investments, LLC (DVI), which is deemed the beneficial owner of shares held by Point72 Biotech Private Investments, LLC (Point72 Biotech), (ii) 72 Investment Holdings, LLC (72 IH), the sole member of DVI, deemed to have sole voting and investment control over such interest held by DVI, and (iii) Steven A. Cohen (SC), the sole member of 72 IH, deemed to have sole voting and investment control over such interest held by 72 IH. Each of SC, 72 IH, and DVI disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. ( 3 )The shares of the Issuer's Series D-2 Preferred Stock automatically converted into shares of the Issuer's common Stock, for no additional consideration, at a ratio of ten-for-one share, immediately prior to the consummation of the Issuer's initial public offering. ( 4 )Point72 Associates, LLC (the Fund) is the direct owner of 800,000 shares of Common Stock. SC may be deemed to have an indirect pecuniary interest in such shares of Common Stock as an indirect holder of interests in the Fund. ( 5 )Consist of shares of Series D-1 Preferred Stock held directly by Point72 Biotech. ( 6 )Consist of shares of Series D-2 Preferred Stock held directly by Point72 Biotech.

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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