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^*

COLUMN GROUP II, LP

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2019

3. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT ]

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

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)

	Form filed by One Reporting Person
X	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	50,000⁽¹⁾	D⁽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	2,463,659⁽¹⁾	⁽³⁾	D⁽⁴⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,166,666⁽¹⁾	⁽³⁾	D⁽⁴⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	727,008⁽¹⁾	⁽³⁾	D⁽⁴⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,454,016⁽¹⁾	⁽³⁾	D⁽⁵⁾
Series C-2 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	145,401⁽¹⁾	⁽³⁾	D⁽⁵⁾
Series C-2 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	145,401⁽¹⁾	⁽³⁾	D⁽⁶⁾

1. Name and Address of Reporting Person^*

COLUMN GROUP II, LP

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Column Group II GP, LP

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

PONOI CAPITAL, LP

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ponoi Management, LLC

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ponoi Capital II, LP

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ponoi II Management, LLC

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kutzkey Tim

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Svennilson Peter

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Column Group II Management, LP

(Last)

(First)

(Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The number of shares of common stock reflects a 1-for-6 reverse stock split which became effective July 19, 2019.

2. The securities are directly held by The Column Group II Management, LP ("TCGM II LP"). The managing partners of TCGM II LP are David Goeddel and Peter Svennilson. The managing partners of TCGM II LP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

3. Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-2 Preferred Stock is convertible into approximately 0.166 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-6 reverse stock split of the common stock effected by the Issuer on July 19, 2019). Shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-2 Preferred Stock have no expiration date and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock, for no additional consideration.

4. The securities are directly held by The Column Group II, LP ("TCG II LP"), and indirectly held by The Column Group II GP, LP ("TCG II GP"), the general partner of TCG II LP. The managing partners of TCG II GP are David Goeddel and Peter Svennilson. The managing partners of TCG II GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

5. The securities are directly held by Ponoi Capital, LP ("Ponoi LP"), and indirectly held by Ponoi Management, LLC ("Ponoi LLC"), the general partner of Ponoi LP. The managing partners of Ponoi LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

6. The securities are directly held by Ponoi Capital II, LP ("Ponoi II LP"), and indirectly held by Ponoi II Management, LLC ("Ponoi II LLC"), the general partner of Ponoi II LP. The managing partners of Ponoi II LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi II LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

Remarks:

Exhibit List Exhibit 24 Power of Attorney of The Column Group II Management, LP

	/s/ Jennifer J. Carlson, Attorney-in-Fact	10/30/2019
	** 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).
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