SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Senderowicz Adrian

(Last)

(First)

(Middle)

C/O CONSTELLATION PHARMACEUTICALS, INC.

215 FIRST STREET, SUITE 200

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2018

3. Issuer Name and Ticker or Trading Symbol
CONSTELLATION PHARMACEUTICALS INC [ CNST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	07/10/2027	Common Stock	145,335	$5.51	D
Stock Option (right to buy)	⁽²⁾⁽³⁾	07/10/2027	Common Stock	72,667	$5.51	D
Stock Option (right to buy)	⁽⁴⁾	03/05/2028	Common Stock	37,696	$7.6	D
Stock Option (right to buy)	⁽⁵⁾	04/08/2028	Common Stock	37,696	$8.04	D

Explanation of Responses:

1. This option was granted on July 11, 2017, and has vested as to 25% of the shares underlying the option as of July 10, 2018 with the remainder vesting quarterly through July 10, 2021.

2. This option was granted on July 11, 2017 and is scheduled to vest as to 100% of the shares underlying the option on July 10, 2023, subject to accelerated vesting as to: 4,542 shares upon the satisfaction of an objective clinical milestone, which milestone has been achieved, 4,542 shares upon the satisfaction of an objective clinical milestone, which milestone has been achieved, 9,083 shares upon the satisfaction of an objective clinical milestone, 27,250 shares upon the satisfaction of an objective clinical or regulatory milestone and 27,250 shares upon the satisfaction of an objective clinical or regulatory milestone.

3. (Continued from footnote 2) If and when one or more of these performance milestones are achieved, the number of shares associated with such milestone will convert to time-based vesting from July 10, 2017, with shares underlying the option vesting in equal quarterly installments until July 10, 2021. Upon the commencement of trading of the Issuer's Common Stock on the Nasdaq Stock Market, 63,584 shares of Common Stock will begin vesting in equal quarterly installments until the four-year anniversary of the commencement of trading of the Issuer's Common Stock on the Nasdaq Stock Market. The remaining 9,083 shares will continue to vest as described above.

4. This option was granted on March 6, 2018. The shares underlying the option are scheduled to vest in equal quarterly installments through March 6, 2022.

5. This option was granted on April 9, 2018. The shares underlying the option are scheduled to vest in equal quarterly installments through April 9, 2022.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Emma Reeve, as attorney-in-fact for Adrian Senderowicz	07/18/2018
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.