0001209191-21-020026.txt : 20210311
0001209191-21-020026.hdr.sgml : 20210311
20210311214131
ACCESSION NUMBER: 0001209191-21-020026
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: COHEN STEVEN A/SAC CAPITAL MGMT LP
CENTRAL INDEX KEY: 0000905226
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40187
FILM NUMBER: 21735218
BUSINESS ADDRESS:
STREET 1: C/O SAC CAPITAL ADVISORS LLC
STREET 2: 72 CUMMINGS POINT ROAD
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 2038902153
MAIL ADDRESS:
STREET 1: C/O SAC CAPITAL ADVISORS LLC
STREET 2: 72 CUMMINGS POINT ROAD
CITY: STAMFORD
STATE: CT
ZIP: 06902
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 72 Investment Holdings, LLC
CENTRAL INDEX KEY: 0001832749
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40187
FILM NUMBER: 21735219
BUSINESS ADDRESS:
STREET 1: 72 CUMMINGS POINT ROAD
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-890-2000
MAIL ADDRESS:
STREET 1: 72 CUMMINGS POINT ROAD
CITY: STAMFORD
STATE: CT
ZIP: 06902
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Point72 Biotech Private Investments, LLC
CENTRAL INDEX KEY: 0001850122
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40187
FILM NUMBER: 21735221
BUSINESS ADDRESS:
STREET 1: 72 CUMMINGS POINT ROAD
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-890-2000
MAIL ADDRESS:
STREET 1: 72 CUMMINGS POINT ROAD
CITY: STAMFORD
STATE: CT
ZIP: 06902
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Differentiated Ventures Investments, LLC
CENTRAL INDEX KEY: 0001850121
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40187
FILM NUMBER: 21735220
BUSINESS ADDRESS:
STREET 1: 72 CUMMINGS POINT ROAD
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-890-2000
MAIL ADDRESS:
STREET 1: 72 CUMMINGS POINT ROAD
CITY: STAMFORD
STATE: CT
ZIP: 06902
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
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-03-11
0
0001718852
Prometheus Biosciences, Inc.
RXDX
0001850122
Point72 Biotech Private Investments, LLC
C/O POINT72, L.P.
72 CUMMINGS POINT ROAD
STAMFORD
CT
06902
0
0
1
0
0001850121
Differentiated Ventures Investments, LLC
C/O POINT72, L.P.
72 CUMMINGS POINT ROAD
STAMFORD
CT
06902
0
0
1
0
0001832749
72 Investment Holdings, LLC
C/O POINT72, L.P.
72 CUMMINGS POINT ROAD
STAMFORD
CT
06902
0
0
1
0
0000905226
COHEN STEVEN A/SAC CAPITAL MGMT LP
C/O POINT72, L.P.
72 CUMMINGS POINT ROAD
STAMFORD
CT
06902
0
0
1
0
Series D-1 Preferred Stock
Common Stock
763327
I
See Footnote
Series D-2 Preferred Stock
Common Stock
1084696
I
See Footnote
Shares of Series D-1 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share 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 will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-1 Preferred Stock has no expiration date.
Consist of shares of Series D-1 Preferred Stock held directly by Point72 Biotech Private Investments, LLC (Point72 Biotech).
The securities reported herein may be deemed to be beneficially owned by each of: (i) Differentiated Ventures Investments, LLC (DVI), which is deemed the beneficial owner of shares held by Point72 Biotech, (ii) 72 Investment Holdings, LLC (72 IH), the sole member of DVI, deemed to have sole voting and investment control over such interest held by DVI, and (iii) Steven A. Cohen (SC), the sole member of 72 IH, deemed to have sole voting and investment control over such interest held by 72 IH. Each of SC, 72 IH, and DVI disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
Shares of Series D-2 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share 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-2 Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-2 Preferred Stock has no expiration date.
Consist of shares of Series D-2 Preferred Stock held directly by Point72 Biotech.
Point72 Biotech Private Investments, LLC by: /s/Vincent Tortorella, Authorized Signatory
2021-03-11
Differentiated Ventures Investments, LLC by: /s/Vincent Tortorella, Authorized Signatory
2021-03-11
72 Investment Holdings, LLC by: /s/Vincent Tortorella, Authorized Signatory
2021-03-11
/s/Steven A Cohen
2021-03-11