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^*

EVNIN ANTHONY B

(Last)

(First)

(Middle)

C/O CONSTELLATION PHARMACEUTICALS, INC.

215 FIRST STREET, SUITE 200

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2018

3. Issuer Name and Ticker or Trading Symbol
CONSTELLATION PHARMACEUTICALS INC [ CNST ]

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

X	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)

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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	862,927	⁽¹⁾	I	By funds⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	340,627	⁽⁵⁾	I	By funds⁽²⁾⁽³⁾⁽⁶⁾
Series D Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	60,394	⁽⁷⁾	I	By funds⁽²⁾⁽³⁾⁽⁸⁾
Series E Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	103,809	⁽⁹⁾	I	By funds⁽²⁾⁽³⁾⁽¹⁰⁾
Series E-1 Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	109,786	⁽¹¹⁾	I	By funds⁽²⁾⁽³⁾⁽¹²⁾
Series F Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	908,359	⁽¹³⁾	I	By funds⁽²⁾⁽³⁾⁽¹⁴⁾
Warrant (right to buy)	⁽¹⁵⁾	05/24/2021	Common Stock	15,053	$1.55	I	By funds⁽²⁾⁽³⁾⁽¹⁶⁾

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

2. 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.

3. (Continued from Footnote 2) 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.

4. Consists of an aggregate of 778,621 shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock ("Series A Stock") held by Venrock Associates V, 18,293 shares of Common Stock issuable upon the conversion of shares of Series A Stock held by Venrock Entrepreneurs Fund V, and 66,013 shares of Common Stock issuable upon the conversion of shares of Series A Stock held by Venrock Partners V.

5. The Series B Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

6. Consists of an aggregate of 307,350 shares of Common Stock issuable upon the conversion of shares of Series B Preferred Stock ("Series B Stock") held by Venrock Associates V, 7,220 shares of Common Stock issuable upon the conversion of shares of Series B Stock held by Venrock Entrepreneurs Fund V, and 26,057 shares of Common Stock issuable upon the conversion of shares of Series B Stock held by Venrock Partners V.

7. The Series D Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

8. Consists of an aggregate of 54,494 shares of Common Stock issuable upon the conversion of shares of Series D Preferred Stock ("Series D Stock") held by Venrock Associates V, 1,280 shares of Common Stock issuable upon the conversion of shares of Series D Stock held by Venrock Entrepreneurs Fund V, and 4,620 shares of Common Stock issuable upon the conversion of shares of Series D Stock held by Venrock Partners V.

9. The Series E Preferred Stock is convertible into Common Stock on a 8.56256-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

10. Consists of an aggregate of 93,668 shares of Common Stock issuable upon the conversion of shares of Series E Preferred Stock ("Series E Stock") held by Venrock Associates V, 2,200 shares of Common Stock issuable upon the conversion of shares of Series E Stock held by Venrock Entrepreneurs Fund V, and 7,941 shares of Common Stock issuable upon the conversion of shares of Series E Stock held by Venrock Partners V.

11. The Series E-1 Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

12. Consists of an aggregate of 99,062 shares of Common Stock issuable upon the conversion of shares of Series E-1 Preferred Stock ("Series E-1 Stock") held by Venrock Associates V, 2,326 shares of Common Stock issuable upon the conversion of shares of Series E-1 Stock held by Venrock Entrepreneurs Fund V, and 8,398 shares of Common Stock issuable upon the conversion of shares of Series E-1 Stock held by Venrock Partners V.

13. The Series F Preferred Stock is convertible into Common Stock on a 11.009-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

14. Consists of an aggregate of 163,925 shares of Common Stock issuable upon the conversion of shares of Series F Preferred Stock ("Series F Stock") held by Venrock Associates V, 3,856 shares of Common Stock issuable upon the conversion of shares of Series F Stock held by Venrock Entrepreneurs Fund V, 13,901 shares of Common Stock issuable upon the conversion of shares of Series F Stock held by Venrock Partners V, 517,031 shares of Common Stock issuable upon the conversion of shares of Series F Stock held by Venrock Healthcare Capital Partners II and 209,646 shares of Common Stock issuable upon the conversion of shares of Series F Stock held by VHCP Co-Investment Holdings II.

15. The warrant is fully exercisable.

16. Consists of an aggregate of 13,583 warrants to purchase Common Stock held by Venrock Associates V, 1,151 warrants to purchase Common Stock held by Venrock Partners V, and 319 warrants to purchase Common Stock held by Venrock Entrepreneurs Fund V.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Emma Reeve, as attorney-in-fact for Anthony B. Evnin	07/18/2018
	** 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).
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