0000899243-18-020106.txt : 20180718 0000899243-18-020106.hdr.sgml : 20180718 20180718173530 ACCESSION NUMBER: 0000899243-18-020106 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: Svennilson Peter CENTRAL INDEX KEY: 0001606074 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38584 FILM NUMBER: 18959101 MAIL ADDRESS: STREET 1: C/O IMMUNE DESIGN CORP. STREET 2: 1616 EASTLAKE AVE. E, SUITE 310 CITY: SEATTLE STATE: WA ZIP: 98102 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 0001606074 Svennilson Peter C/O CONSTELLATION PHARMACEUTICALS, INC. 215 FIRST STREET, SUITE 200 CAMBRIDGE MA 02142 1 0 1 0 Common Stock 11051 I By funds Series A Preferred Stock Common Stock 999180 I By funds Series B Preferred Stock Common Stock 756955 I By funds Series D Preferred Stock Common Stock 88124 I By funds Series E Preferred Stock Common Stock 415244 I By funds Series E-1 Preferred Stock Common Stock 590689 I By funds Series F Preferred Stock Common Stock 1816696 I By funds Warrant (right to buy) 1.55 2021-05-24 Common Stock 30107 I By funds 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. The securities are directly held by Ponoi Capital, LP. 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. The securities are held directly by The Column Group, LP. 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. 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. 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. 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. 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. 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. 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. The warrant is fully exercisable. Exhibit Index - 24.1 Power of Attorney /s/ Jennifer J. Carlson, as Attorney-in-fact for Peter Svennilson 2018-07-18 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                                                    Exhibit 24.1

                                   POWER OF ATTORNEY

        The undersigned, a managing partner of The Column Group II, LP, hereby
constitutes and appoints each of Gary A. Jungels, Jennifer Brake, Jennifer J.
Carlson and Leslie Schmidt, for so long as they are affiliated with a law firm
representing The Column Group, LLC, the undersigned's true and lawful attorney-
in-fact, each with the power to act alone for the undersigned and in the
undersigned's name, place and stead, to:

            1.  Prepare, complete and execute an SEC Form ID required by
                Sections 13(a) and 23(a) of the Securities Exchange Act of 1934,
                as amended (the "Exchange Act"), and the rules and regulations
                promulgated thereunder, and any and all amendments thereto, and
                any other documents necessary or appropriate in order to obtain
                EDGAR access codes, and to file or cause to be filed the same
                with the Securities and Exchange Commission as may be required
                or advisable;

            2.  Prepare, complete and execute Forms 3, 4 and 5 under the
                Exchange Act and other forms and all amendments thereto on the
                undersigned's behalf as such attorney-in-fact shall in his or
                her discretion determine to be required or advisable pursuant to
                Section 16 or Section 13 of the Exchange Act and the rules and
                regulations promulgated thereunder, or any successor laws and
                regulations, as a consequence of the undersigned's beneficial
                ownership of securities or changes in such beneficial ownership;
                and

            3.  Do all acts necessary in order to file such forms and amendments
                with the Securities and Exchange Commission, any securities
                exchange or national association and such other persons or
                agencies as the attorney-in-fact shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with or liability under Section 16 or Section 13 of
the Exchange Act or any rules and regulations promulgated thereunder or any
successor laws and regulations.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5 or such other forms
and amendments thereto pursuant to Section 16 or Section 13 of the Exchange Act
with respect to the undersigned's beneficial ownership of securities or changes
in such beneficial ownership, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

        The undersigned has executed this Power of Attorney as of March 9, 2018.


                                        /s/ Peter Svennilson
                                        ------------------------------
                                        Peter Svennilson