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* Casdin Capital, LLC (Last) (First) (Middle) 1350 AVENUE OF THE AMERICAS, SUITE 2405 (Street) NEW YORK NY 10019 (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) 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Preferred Stock	(1)	(1)	Common Stock	155,716	(1)	I	See Footnote(2)
Series E-1 Preferred Stock	(3)	(3)	Common Stock	31,104	(3)	I	See Footnote(2)
Series F Preferred Stock	(4)	(4)	Common Stock	158,963	(4)	I	See Footnote(2)
Series F Preferred Stock	(4)	(4)	Common Stock	158,960	(4)	I	See Footnote(5)

1. Name and Address of Reporting Person* Casdin Capital, LLC (Last) (First) (Middle) 1350 AVENUE OF THE AMERICAS, SUITE 2405 (Street) NEW YORK NY 10019 (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* Casdin Partners Master Fund, L.P. (Last) (First) (Middle) C/O CASDIN CAPITAL LLC 1350 AVENUE OF THE AMERICAS, SUITE 1140 (Street) NEW YORK NY 10019 (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* Casdin Partners GP, LLC (Last) (First) (Middle) C/O CASDIN CAPITAL LLC 1350 AVENUE OF THE AMERICAS, SUITE 2405 (Street) NEW YORK NY 10019 (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* Casdin Eli (Last) (First) (Middle) C/O CASDIN CAPITAL LLC 1350 AVENUE OF THE AMERICAS, SUITE 2405 (Street) NEW YORK NY 10019 (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* Casdin Venture Opportunities Fund, L.P. (Last) (First) (Middle) C/O CASDIN CAPITAL LLC 1350 AVENUE OF THE AMERICAS, SUITE 2405 (Street) 1350 AVENUE OF THE AMERICAS, S NY 10019 (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* CASDIN VENTURE OPPORTUNITIES FUND GP, LLC (Last) (First) (Middle) C/O CASDIN CAPITAL LLC 1350 AVENUE OF THE AMERICAS, SUITE 2405 (Street) NEW YORK NY 10019 (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 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.

2. These securities are owned directly by Casdin Partners Master Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund LP, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.

3. 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.

4. 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.

5. These securities are owned directly by Casdin Venture Opportunities Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Venture Opportunities Fund, LP, (ii) Casdin Venture Opportunities Fund GP, LLC, the general partner of Casdin Venture Opportunities Fund, LP, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Venture Opportunities Fund GP, LLC.

Remarks:

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	Casdin Capital, LLC, By: Eli Casdin, Managing Member, /s/ Eli Casdin	07/18/2018
	Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, General Partner, By: Eli Casdin, Managing Member, /s/ Eli Casdin	07/18/2018
	Casdin Partners GP, LLC, By: Eli Casdin, Managing Member, /s/ Eli Casdin	07/18/2018
	Eli Casdin, /s/ Eli Casdin	07/18/2018
	Casdin Venture Opportunities Fund, LP, Casdin Venture Opportunities Fund GP, LLC, General Partner, By: Eli Casdin, Managing Member, /s/ Eli Casdin	07/18/2018
	Casdin Venture Opportunities Fund GP, LLC, By: Eli Casdin, Managing Member, /s/ Eli Casdin	07/18/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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