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