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Filing Details

Accession Number:: 0000899243-18-020448
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-07-23 20:04:28
Reporting Period:: 2018-07-23

Accepted Time:: 2018-07-23 20:04:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1434418	Constellation Pharmaceuticals Inc	CNST	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1239241	B Anthony Evnin	C/O Constellation Pharmaceuticals, Inc. 215 First Street, Suite 200 Cambridge MA 02142		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-07-23	2,385,902	$0.00	2,385,902	No	4	C	Indirect	By Funds
Common Stock	Acquisiton	2018-07-23	133,334	$15.00	2,519,236	No	4	P	Indirect	By Funds

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Funds
No	4	P	Indirect	By Funds

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2018-07-23	9,500,000	$0.00	862,927	$0.00
Common Stock	Series B Preferred Stock	Disposition	2018-07-23	3,750,000	$0.00	340,627	$0.00
Common Stock	Series D Preferred Stock	Disposition	2018-07-23	664,894	$0.00	60,394	$0.00
Common Stock	Series E Preferred Stock	Disposition	2018-07-23	888,888	$0.00	103,809	$0.00
Common Stock	Series E-1 Preferred Stock	Disposition	2018-07-23	1,208,674	$0.00	109,786	$0.00
Common Stock	Series F Preferred Stock	Disposition	2018-07-23	10,000,000	$0.00	908,359	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

On July 23, 2018, the Series A, Series B, Series D, Series E-1 and Series F Preferred Stock converted into Common Stock on a 11.009-for-one basis, and the Series E Preferred Stock converted into Common Stock on a 8.56256-for-one basis, upon the closing of the Issuer's initial public offering without payment of consideration. The Series A, Series B, Series C, Series E, Series E-1 and Series F Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial pubic offering. The shares had no expiration date.
Consists of an aggregate of 1,497,120 shares of Common Stock held by Venrock Associates V, 35,175 shares of Common Stock held by Venrock Entrepreneurs Fund V, 126,930 shares of Common Stock held by Venrock Partners V, 517,031 shares of Common Stock held by Venrock Healthcare Capital Partners II and 209,646 shares of Common Stock held by VHCP Co-Investment Holdings II.
Venrock Management V, LLC ("VM5"), Venrock Partners Management V, LLC ("VPM5"), and VEF Management V, LLC ("VEFM5") are the sole general partners of Venrock Associates V, L.P., Venrock Partners V, L.P. and Venrock Entrepreneurs Fund V, L.P. (collectively with Venrock Associates V and Venrock Partners V, the "Venrock Funds"), respectively, and may be deemed to own the shares held by the Venrock Funds. VM5, VPM5 and VEFM5 disclaim beneficial ownership of all the shares held by the Venrock Funds except to the extent of their proportionate pecuniary interest therein. Dr. Evnin is a member of VM5, VPM5 and VEFM5 and may be deemed to own the shares held by the Venrock Funds.
(Continued from Footnote 3) Dr. Evnin disclaims beneficial ownership of all the shares held by the Venrock Funds, except to the extent of his indirect pecuniary interest therein. VHCP Management II, LLC ("VHCPM"), is the sole general partner and the sole manager of Venrock Healthcare Capital Partners II, L.P. and VHCP Co-Investment Holdings II, LLC (collectively with Venrock Healthcare Capital Partners II, the "VHCP II Funds"), respectively, and may be deemed to own the shares held by the VHCP II Funds. Dr. Evnin disclaims beneficial ownership of all the shares held by the VHCP II Funds except to the extent of his proportionate pecuniary interest therein.
Consists of an aggregate of 60,156 shares of Common Stock purchased by Venrock Associates V, 1,415 shares of Common Stock purchased by Venrock Entrepreneurs Fund V, 5,096 shares of Common Stock purchased by Venrock Partners V, 60,607 shares of Common Stock purchased by Venrock Healthcare Capital Partners II and 6,060 shares of Common Stock purchased by VHCP Co-Investment Holdings II.
Consists of an aggregate of 8,571,854 shares of Series A Preferred Stock ("Series A Stock"), which were convertible into 778,621 shares of Common Stock, held by Venrock Associates V, 201,398 shares of Series A Stock, which were convertible into 18,293 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 726,748 shares of Series A Stock, which were convertible into 66,013 shares of Common Stock, held by Venrock Partners V.
Consists of an aggregate of 3,383,625 shares of Series B Preferred Stock ("Series B Stock"), which were convertible into 307,350 shares of Common Stock, held by Venrock Associates V, 79,500 shares of Series B Stock, which were convertible into 7,220 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 286,875 shares of Series B Stock, which were convertible into 26,057 shares of Common Stock, held by Venrock Partners V.
Consists of an aggregate of 599,934 shares of Series D Preferred Stock ("Series D Stock"), which were convertible into 54,494 shares of Common Stock, held by Venrock Associates V, 14,096 shares of Series D Stock, which were convertible into 1,280 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 50,864 shares of Series D Stock, which were convertible into 4,620 shares of Common Stock, held by Venrock Partners V.
Consists of an aggregate of 1,031,199 shares of Series E Preferred Stock ("Series E Stock"), which were convertible into 93,668 shares of Common Stock, held by Venrock Associates V, 24,228 shares of Series E Stock, which were convertible into 2,200 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 87,429 shares of Series E Stock, which were convertible into 7,941 shares of Common Stock, held by Venrock Partners V.
Consists of an aggregate of 1,090,590 shares of Series E-1 Preferred Stock ("Series E-1 Stock"), which were convertible into 99,062 shares of Common Stock, held by Venrock Associates V, 25,622 shares of Series E-1 Stock, which were convertible into 2,326 shares of Common Stock, held by Venrock Entrepreneurs Fund V, and 92,462 shares of Series E-1 Stock, which were convertible into 8,398 shares of Common Stock, held by Venrock Partners V.
Consists of an aggregate of 1,804,600 shares of Series F Preferred Stock ("Series F Stock"), which were convertible into 163,925 shares of Common Stock, held by Venrock Associates V, 42,400 shares of Series F Stock, which were convertible into 3,856 shares of Common Stock, held by Venrock Entrepreneurs Fund V, 153,000 shares of Series F Stock, which were convertible into 13,901 shares of Common Stock, held by Venrock Partners V, 5,692,000 shares of Series F Stock, which were convertible into 517,031 shares of Common Stock, held by Venrock Healthcare Capital Partners II and 2,308,000 shares of Series F Stock, which were convertible into 209,646 shares of Common Stock, held by VHCP Co-Investment Holdings II.