0001062993-21-002651.txt : 20210311
0001062993-21-002651.hdr.sgml : 20210311
20210311193727
ACCESSION NUMBER: 0001062993-21-002651
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210311
FILED AS OF DATE: 20210311
DATE AS OF CHANGE: 20210311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EDELMAN JOSEPH
CENTRAL INDEX KEY: 0001164426
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40187
FILM NUMBER: 21734968
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE ADVISORS LLC
CENTRAL INDEX KEY: 0001224962
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40187
FILM NUMBER: 21734970
BUSINESS ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5300
MAIL ADDRESS:
STREET 1: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
CENTRAL INDEX KEY: 0001249675
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40187
FILM NUMBER: 21734969
BUSINESS ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
BUSINESS PHONE: 646-205-5340
MAIL ADDRESS:
STREET 1: C/O PERCEPTIVE ADVISORS LLC
STREET 2: 51 ASTOR PLACE, 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10003
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Prometheus Biosciences, Inc.
CENTRAL INDEX KEY: 0001718852
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 814282653
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9410 CARROLL PARK DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: (858) 200-7888
MAIL ADDRESS:
STREET 1: 9410 CARROLL PARK DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
FORMER COMPANY:
FORMER CONFORMED NAME: Precision IBD, Inc.
DATE OF NAME CHANGE: 20171004
3
1
form3.xml
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
X0206
3
2021-03-11
0
0001718852
Prometheus Biosciences, Inc.
RXDX
0001224962
PERCEPTIVE ADVISORS LLC
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001249675
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
0001164426
EDELMAN JOSEPH
51 ASTOR PLACE, 10TH FLOOR
NEW YORK
NY
10003
0
0
1
0
Series D-1 Convertible Preferred Stock
Common Stock
1017770
I
See footnote
Series D-2 Convertible Preferred Stock
Common Stock
1446262
I
See footnote
Shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one shares 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 and Series D-2 Preferred Stock will automatically convert at the ratio of ten-for-one shares of the Issuer's common stock. The Series D-1 Preferred Stock and Series D-2 Preferred Stock have no expiration date.
The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of the Master Fund. The Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Joseph Edelman, the managing member of the Advisor, serves as a director of the Issuer and has filed a separate Form 3.
/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member
2021-03-11
/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd, By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member
2021-03-11
/s/ Joseph Edelman
2021-03-11