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

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1. Name and Address of Reporting Person^*

Svennilson Peter

(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)

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

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)
Common Stock	11,051	I	By funds⁽¹⁾⁽²⁾

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)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	999,180	⁽³⁾	I	By funds⁽¹⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	756,955	⁽⁵⁾	I	By funds⁽¹⁾⁽⁴⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	88,124	⁽⁶⁾	I	By funds⁽¹⁾⁽⁴⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	415,244	⁽⁷⁾	I	By funds⁽¹⁾⁽⁴⁾
Series E-1 Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	590,689	⁽⁸⁾	I	By funds⁽¹⁾⁽⁹⁾
Series F Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,816,696	⁽¹⁰⁾	I	By funds⁽¹⁾⁽¹¹⁾
Warrant (right to buy)	⁽¹²⁾	05/24/2021	Common Stock	30,107	$1.55	I	By funds⁽¹⁾⁽⁴⁾

Explanation of Responses:

1. The Column Group GP, LP is the general partner of The Column Group, LP. Ponoi Management, LLC is the general partner of Ponoi Capital, LP. Ponoi II Management, LLC is the general partner of Ponoi Capital II, LP. The managing partners of The Column Group GP, LP are David Goeddel and Peter Svennilson. The managing partners of Ponoi Management, LLC and Ponoi II Management, LLC are David Goeddel, Peter Svennilson, and Tim Kutzkey. The managing partners of The Column Group GP, LP, Ponoi Management, LLC and Ponoi II Management, LLC, including Peter Svennilson, may be deemed to have voting and investment power with respect to such shares. Mr. Svennilson disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein.

2. The securities are directly held by Ponoi Capital, LP.

3. The Series A Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

4. The securities are held directly by The Column Group, LP.

5. The Series B Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

6. The Series D Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

7. The Series E Preferred Stock is convertible into Common Stock on a 8.56256-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

8. The Series E-1 Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

9. Consists of an aggregate of 295,347 shares of Common Stock issuable upon the conversion of shares of Series E-1 Preferred Stock held by The Column Group, LP and 295,342 shares of Common Stock issuable upon the conversion of shares of Series E-1 Preferred Stock held by Ponoi Capital, LP.

10. The Series F Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

11. Consists of an aggregate of 908,349 shares of Common Stock issuable upon the conversion of shares of Series F Preferred Stock held by Ponoi Capital, LP and 908,347 shares of Common Stock issuable upon the conversion of shares of Series F Preferred Stock held by Ponoi Capital II, LP.

12. The warrant is fully exercisable.

Remarks:

Exhibit Index - 24.1 Power of Attorney

	/s/ Jennifer J. Carlson, as Attorney-in-fact for Peter Svennilson	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).
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