0000899243-18-020089.txt : 20180718 0000899243-18-020089.hdr.sgml : 20180718 20180718172922 ACCESSION NUMBER: 0000899243-18-020089 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180718 FILED AS OF DATE: 20180718 DATE AS OF CHANGE: 20180718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senderowicz Adrian CENTRAL INDEX KEY: 0001616230 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38584 FILM NUMBER: 18959067 MAIL ADDRESS: STREET 1: C/O PUMA BIOTECHNOLOGY, INC. STREET 2: 10880 WILSHIRE BOULEVARD, SUITE 2150 CITY: LOS ANGELES STATE: CA ZIP: 90024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001434418 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-714-0555 MAIL ADDRESS: STREET 1: 215 FIRST STREET STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02142 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-07-18 0 0001434418 CONSTELLATION PHARMACEUTICALS INC CNST 0001616230 Senderowicz Adrian C/O CONSTELLATION PHARMACEUTICALS, INC. 215 FIRST STREET, SUITE 200 CAMBRIDGE MA 02142 0 1 0 0 Chief Medical Officer Stock Option (right to buy) 5.51 2027-07-10 Common Stock 145335 D Stock Option (right to buy) 5.51 2027-07-10 Common Stock 72667 D Stock Option (right to buy) 7.60 2028-03-05 Common Stock 37696 D Stock Option (right to buy) 8.04 2028-04-08 Common Stock 37696 D 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. 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. (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. 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. 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. Exhibit Index: 24.1 Power of Attorney /s/ Emma Reeve, as attorney-in-fact for Adrian Senderowicz 2018-07-18 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                                                    Exhibit 24.1

                             LIMITED POWER OF ATTORNEY
                        FOR SECTION 16 REPORTING OBLIGATIONS

          Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Jigar Raythatha, Emma Reeve and Karen
Valentine, signing singly and each acting individually, as the undersigned's
true and lawful attorney-in-fact with full power and authority as hereinafter
described to:

    (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer of Constellation Pharmaceuticals, Inc. (the "Company"),
Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the "Exchange Act");

    (2)   do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4, or 5, prepare, complete and execute any amendment or amendments
thereto, and timely deliver and file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the filing of a Form ID, Update Passphrase, or any
other application materials to enable the undersigned to gain or maintain access
to the Electronic Data Gathering, Analysis and Retrieval system of the SEC;

    (3)   seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

    (4)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

          The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming nor relieving, nor is the Company assuming nor
relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.  The undersigned acknowledges that neither the Company nor
the foregoing attorneys-in-fact assume (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements,
or (iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

          This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 2nd day of July, 2018.

                           /s/ Adrian Senderowicz
                           ---------------------------------
                           Name: Adrian Senderowicz