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^*

Heyman Richard A.

(Last)

(First)

(Middle)

C/O PMV PHARMACEUTICALS, INC.

8 CLARKE DRIVE, SUITE 3

(Street)

CRANBURY

08512

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2020

3. Issuer Name and Ticker or Trading Symbol
PMV Pharmaceuticals, Inc. [ PMVP ]

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

X	Director	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)

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⁾	08/16/2027	Common Stock	11,901	$2.95	D
Stock Option (right to buy)	⁽²⁾	08/16/2027	Common Stock	17,851	$2.95	I	See footnote⁽³⁾
Stock Option (right to buy)	⁽²⁾	08/16/2027	Common Stock	8,926	$2.95	I	See footnote⁽⁴⁾
Stock Option (right to buy)	⁽²⁾	08/16/2027	Common Stock	8,926	$2.95	I	See footnote⁽⁵⁾
Stock Option (right to buy)	⁽⁶⁾	06/22/2030	Common Stock	142,714	$4.22	D
Stock Option (right to buy)	⁽²⁾	06/22/2030	Common Stock	4,196	$4.22	I	See footnote⁽³⁾
Stock Option (right to buy)	⁽²⁾	06/22/2030	Common Stock	2,099	$4.22	I	See footnote⁽⁴⁾
Stock Option (right to buy)	⁽²⁾	06/22/2030	Common Stock	2,099	$4.22	I	See footnote⁽⁵⁾
Stock Option (right to buy)	⁽⁷⁾	06/22/2030	Common Stock	45,332	$4.22	D

Explanation of Responses:

1. The shares subject to the option are subject to an early exercise provision and are immediately exercisable. One forty-eighth of the shares subject to the option vested on September 17, 2017, and an additional one forty-eighth of the shares subject to the option shall vest each month thereafter. The Reporting Person transferred all of the vested options as of September 2, 2020 to (i) Paul L. Vogel as Trustee of the Heyman Family 2020 Irrevocable Trust under agreement dated August 31, 2020, (ii) Paul L. Vogel as Trustee of the Julia E. Heyman 2016 Irrevocable Trust under agreement dated November 1, 2016 and (iii) Paul L. Vogel as Trustee of the Scott Z. Heyman 2016 Irrevocable Trust under agreement dated November 1, 2016, and the remaining options held by the Reporting Person continue to vest according to the terms of the option grant.

2. All of the shares subject to the option are vested and immediately exercisable.

3. The stock option grants are held of record by Paul L. Vogel as Trustee of the Heyman Family 2020 Irrevocable Trust under agreement dated August 31, 2020 for the benefit of the Reporting Person's immediate family.

4. The stock option grants are held of record by Paul L. Vogel as Trustee of the Julia E. Heyman 2016 Irrevocable Trust under agreement dated November 1, 2016 for the benefit of the Reporting Person's daughter and descendants.

5. The stock option grants are held of record by Paul L. Vogel as Trustee of the Scott Z. Heyman 2016 Irrevocable Trust under agreement dated November 1, 2016 for the benefit of the Reporting Person's son and descendants.

6. One thirty-sixth of the shares subject to the option vested on July 23, 2020, and an additional one thirty-sixth of the shares subject to the option shall vest each month thereafter. The option shall vest in full and become immediately exercisable if the Reporting Person is terminated without cause or upon a change in control. The Reporting Person transferred all of the vested options as of September 2, 2020 to (i) Paul L. Vogel as Trustee of the Heyman Family 2020 Irrevocable Trust under agreement dated August 31, 2020, (ii) Paul L. Vogel as Trustee of the Julia E. Heyman 2016 Irrevocable Trust under agreement dated November 1, 2016 and (iii) Paul L. Vogel as Trustee of the Scott Z. Heyman 2016 Irrevocable Trust under agreement dated November 1, 2016, and the remaining options held by the Reporting Person continue to vest according to the terms of the option grant.

7. The shares subject to the option shall vest upon the date of (a) the closing of the Issuer's initial public offering which results in at least $100,000,000 in gross proceeds with a price per share equal to at least the lowest price per share in the range on the cover of the preliminary prospectus statement utilized on the road show in connection with such initial public offering and (b) Reporting Person being a contributing factor to the closing of such initial public offering, as determined solely by the Issuer's board of directors.

Remarks:

	/s/ David H. Mack, attorney-in-fact	09/24/2020
	** 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.