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Home > Insider Trading > Latest 13D and 13G Filings > 13G Filing (0001104659-19-053426)

Filing Details

Accession Number:
0001104659-19-053426
Form Type:
13G Filing
Publication Date:
2019-10-08 18:06:44
Filed By:
Venrock Associates V Lp
Company:
Constellation Pharmaceuticals Inc (NASDAQ:CNST)
Filing Date:
2019-10-09
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Venrock Associates V 0 1,740,945 0 1,740,945 1,740,945 5.2%
Venrock Partners V 0 1,740,945 0 1,740,945 1,740,945 5.2%
Venrock Entrepreneurs Fund V 0 1,740,945 0 1,740,945 1,740,945 5.2%
Venrock Management V 0 1,740,945 0 1,740,945 1,740,945 5.2%
Venrock Partners Management V 0 1,740,945 0 1,740,945 1,740,945 5.2%
VEF Management V 0 1,740,945 0 1,740,945 1,740,945 5.2%
Venrock Healthcare Capital Partners II 0 3,616,873 0 3,616,873 3,616,873 10.8%
VHCP Co-Investment Holdings II 0 3,616,873 0 3,616,873 3,616,873 10.8%
VHCP Management II 0 3,616,873 0 3,616,873 3,616,873 10.8%
Venrock Healthcare Capital Partners III 0 3,616,873 0 3,616,873 3,616,873 10.8%
VHCP Co-Investment Holdings III 0 3,616,873 0 3,616,873 3,616,873 10.8%
VHCP Management III 0 3,616,873 0 3,616,873 3,616,873 10.8%
Koh, Bong 0 3,616,873 0 3,616,873 3,616,873 10.8%
Shah, Nimish 0 3,616,873 0 3,616,873 3,616,873 10.8%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Constellation Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

210373106

(CUSIP Number)

October 3, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
Venrock Associates V, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,740,945(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,740,945(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,740,945(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities). The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,557,276 shares of common stock and 13,583 shares of common stock underlying immediately exercisable warrants held by VA-V, (ii) 132,026 shares of common stock and 1,151 shares of common stock underlying immediately exercisable warrants held by VP-V and (iii) 36,590 shares of common stock and 319 shares of common stock underlying immediately exercisable warrants held by VEF-V.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 3,616,873 shares of common stock held by the VHCP Entities. The Venrock V Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019, plus (iii) an aggregate of 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.

 

2

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
Venrock Partners V, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,740,945(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,740,945(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,740,945(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,557,276 shares of common stock and 13,583 shares of common stock underlying immediately exercisable warrants held by VA-V, (ii) 132,026 shares of common stock and 1,151 shares of common stock underlying immediately exercisable warrants held by VP-V and (iii) 36,590 shares of common stock and 319 shares of common stock underlying immediately exercisable warrants held by VEF-V.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 3,616,873 shares of common stock held by the VHCP Entities.  The Venrock V Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019, plus (iii) an aggregate of 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.

 

3

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
Venrock Entrepreneurs Fund V, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,740,945(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,740,945(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,740,945(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,557,276 shares of common stock and 13,583 shares of common stock underlying immediately exercisable warrants held by VA-V, (ii) 132,026 shares of common stock and 1,151 shares of common stock underlying immediately exercisable warrants held by VP-V and (iii) 36,590 shares of common stock and 319 shares of common stock underlying immediately exercisable warrants held by VEF-V.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 3,616,873 shares of common stock held by the VHCP Entities.  The Venrock V Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019, plus (iii) an aggregate of 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.

 

4

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
Venrock Management V, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,740,945(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,740,945(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,740,945(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,557,276 shares of common stock and 13,583 shares of common stock underlying immediately exercisable warrants held by VA-V, (ii) 132,026 shares of common stock and 1,151 shares of common stock underlying immediately exercisable warrants held by VP-V and (iii) 36,590 shares of common stock and 319 shares of common stock underlying immediately exercisable warrants held by VEF-V.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 3,616,873 shares of common stock held by the VHCP Entities.  The Venrock V Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019, plus (iii) an aggregate of 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.

 

5

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
Venrock Partners Management V, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,740,945(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,740,945(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,740,945(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,557,276 shares of common stock and 13,583 shares of common stock underlying immediately exercisable warrants held by VA-V, (ii) 132,026 shares of common stock and 1,151 shares of common stock underlying immediately exercisable warrants held by VP-V and (iii) 36,590 shares of common stock and 319 shares of common stock underlying immediately exercisable warrants held by VEF-V.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 3,616,873 shares of common stock held by the VHCP Entities.  The Venrock V Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019, plus (iii) an aggregate of 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.

 

6

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
VEF Management V, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,740,945(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,740,945(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,740,945(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,557,276 shares of common stock and 13,583 shares of common stock underlying immediately exercisable warrants held by VA-V, (ii) 132,026 shares of common stock and 1,151 shares of common stock underlying immediately exercisable warrants held by VP-V and (iii) 36,590 shares of common stock and 319 shares of common stock underlying immediately exercisable warrants held by VEF-V.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 3,616,873 shares of common stock held by the VHCP Entities.  The Venrock V Entities disclaim beneficial ownership over the shares held by the VHCP Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019, plus (iii) an aggregate of 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.

 

7

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
Venrock Healthcare Capital Partners II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,616,873(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,616,873(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,616,873(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.8%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,067,801 shares of common stock held by VHCP-II, (ii) 432,830 shares of common stock held by VHCP-II Co-Invest, (iii) 1,923,958 shares of common stock held by VHCP-III and (iv) 192,284 shares of common stock held by VHCP-III Co-Invest.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 1,725,892 shares of common stock and 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.  The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock V Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019.

 

8

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
VHCP Co-Investment Holdings II, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,616,873(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,616,873(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,616,873(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.8%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,067,801 shares of common stock held by VHCP-II, (ii) 432,830 shares of common stock held by VHCP-II Co-Invest, (iii) 1,923,958 shares of common stock held by VHCP-III and (iv) 192,284 shares of common stock held by VHCP-III Co-Invest.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 1,725,892 shares of common stock and 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.  The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock V Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019.

 

9

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
VHCP Management II, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,616,873(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,616,873(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,616,873(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.8%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,067,801 shares of common stock held by VHCP-II, (ii) 432,830 shares of common stock held by VHCP-II Co-Invest, (iii) 1,923,958 shares of common stock held by VHCP-III and (iv) 192,284 shares of common stock held by VHCP-III Co-Invest.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 1,725,892 shares of common stock and 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.  The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock V Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019.

 

10

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,616,873(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,616,873(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,616,873(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.8%(4)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,067,801 shares of common stock held by VHCP-II, (ii) 432,830 shares of common stock held by VHCP-II Co-Invest, (iii) 1,923,958 shares of common stock held by VHCP-III and (iv) 192,284 shares of common stock held by VHCP-III Co-Invest.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 1,725,892 shares of common stock and 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.  The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock V Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019.

 

11

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
VHCP Co-Investment Holdings III, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,616,873(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,616,873(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,616,873(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.8%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,067,801 shares of common stock held by VHCP-II, (ii) 432,830 shares of common stock held by VHCP-II Co-Invest, (iii) 1,923,958 shares of common stock held by VHCP-III and (iv) 192,284 shares of common stock held by VHCP-III Co-Invest.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 1,725,892 shares of common stock and 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.  The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock V Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019.

 

12

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
VHCP Management III, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,616,873(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,616,873(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,616,873(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.8%(4)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,067,801 shares of common stock held by VHCP-II, (ii) 432,830 shares of common stock held by VHCP-II Co-Invest, (iii) 1,923,958 shares of common stock held by VHCP-III and (iv) 192,284 shares of common stock held by VHCP-III Co-Invest.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 1,725,892 shares of common stock and 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.  The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock V Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019.

 

13

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
Koh, Bong

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,616,873(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,616,873(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,616,873(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.8%(4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,067,801 shares of common stock held by VHCP-II, (ii) 432,830 shares of common stock held by VHCP-II Co-Invest, (iii) 1,923,958 shares of common stock held by VHCP-III and (iv) 192,284 shares of common stock held by VHCP-III Co-Invest.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 1,725,892 shares of common stock and 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.  The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock V Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019.

 

14

 

CUSIP No. 210373106

 

 

1.

Name of Reporting Persons
Shah, Nimish

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x(1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
3,616,873(2)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
3,616,873(2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,616,873(2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x(3)

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.8%(4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)

This Schedule 13G/A is being filed by (i) Venrock Associates V, L.P. (VA-V), Venrock Partners V, L.P. (VP-V), Venrock Entrepreneurs Fund V, L.P. (VEF-V), Venrock Management V, LLC, the general partner of VA V (VM-V), Venrock Partners Management V, LLC, the general partner of VP V (VPM-V), and VEF Management V, LLC, the general partner of VEF V (VEFM-V and together with VA-V, VP-V, VEF-V, VM-V and VPM-V, the Venrock V Entities) and (ii) Venrock Healthcare Capital Partners II, L.P. (VHCP-II), VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), VHCP Management II, LLC, the general partner of VHCP-II and the manager of VHCP-II Co-Invest (VHCPM-II), Venrock Healthcare Capital Partners III, L.P. (VHCP-III), VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), VHCP Management III, LLC, the general partner of VHCP-III and the manager of VHCP-III Co-Invest (VHCPM-III), Bong Koh (Koh) and Nimish Shah (Shah, and together with VHCP-II, VHCP-II Co-Invest, VHCPM-II, VHCP-III, VHCP-III Co-Invest, VHCPM-III and Koh, the VHCP Entities).  The Venrock V Entities and the VHCP Entities are collectively referred to as the Reporting Persons.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G/A.

 

 

(2)

Consists of (i) 1,067,801 shares of common stock held by VHCP-II, (ii) 432,830 shares of common stock held by VHCP-II Co-Invest, (iii) 1,923,958 shares of common stock held by VHCP-III and (iv) 192,284 shares of common stock held by VHCP-III Co-Invest.

 

 

(3)

The shares included on rows 6, 8 and 9 do not include an aggregate of 1,725,892 shares of common stock and 15,053 shares of common stock underlying immediately exercisable warrants held by the Venrock V Entities.  The VHCP Entities disclaim beneficial ownership over the shares held by the Venrock V Entities.

 

 

(4)

This percentage is calculated based upon (i) 25,822,696 shares of common stock outstanding as of July 31, 2019 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019, plus (ii) an additional 7,647,057 shares of common stock sold by the Issuer on October 3, 2019.

 

15

 

CUSIP No. 210373106

 

Introductory Note: This Statement on Schedule 13G/A is filed on behalf of the following entities in respect of the common stock of Constellation Pharmaceuticals, Inc.:

 

·                  Venrock Associates V, L.P. (VA-V), a limited partnership organized under the laws of the State of Delaware;

·                  Venrock Partners V, L.P. (VP-V), a limited partnership organized under the laws of the State of Delaware;

·                  Venrock Entrepreneurs Fund V, L.P. (VEF-V), a limited partnership organized under the laws of the State of Delaware;

·                  Venrock Management V, LLC (VM-V), a limited liability company organized under the laws of the State of Delaware;

·                  Venrock Partners Management V, LLC (VPM-V), a limited liability company organized under the laws of the State of Delaware;

·                  VEF Management V, LLC (VEFM-V), a limited liability company organized under the laws of the State of Delaware;

·                  Venrock Healthcare Capital Partners II, L.P. (VHCP-II), a limited partnership organized under the laws of the State of Delaware;

·                  VHCP Co-Investment Holdings II, LLC (VHCP-II Co-Invest), a limited liability company organized under the laws of the State of Delaware;

·                  VHCP Management II, LLC (VHCPM-II), a limited liability company organized under the laws of the State of Delaware;

·                  Venrock Healthcare Capital Partners III, L.P. (VHCP-III), a limited partnership organized under the laws of the State of Delaware;

·                  VHCP Co-Investment Holdings III, LLC (VHCP-III Co-Invest), a limited liability company organized under the laws of the State of Delaware;

·                  VHCP Management III, LLC (VHCPM-III), a limited liability company organized under the laws of the State of Delaware;

·      Bong Koh, a United States citizen; and

·      Nimish Shah, a United States citizen.

 

Item 1.

 

(a)              Name of Issuer

 

Constellation Pharmaceuticals, Inc.

 

(b)              Address of Issuers Principal Executive Offices

 

215 First Street, Suite 200

Cambridge, Massachusetts 02142

 

Item 2.

 

(a)              Name of Person Filing

 

Venrock Associates V, L.P.

Venrock Partners V, L.P.

Venrock Entrepreneurs Fund V, L.P.

Venrock Management V, LLC

Venrock Partners Management V, LLC

VEF Management V, LLC

Venrock Healthcare Capital Partners II, L.P.

VHCP Co-Investment Holdings II, LLC

VHCP Management II, LLC

Venrock Healthcare Capital Partners III, L.P.

VHCP Co-Investment Holdings III, LLC

VHCP Management III, LLC

Bong Koh

Nimish Shah

 

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CUSIP No. 210373106

 

(b)              Address of Principal Business Office or, if none, Residence

 

New York Office:

 

Palo Alto Office:

 

Boston Office:

 

 

 

 

 

7 Bryant Park

 

3340 Hillview Avenue

 

34 Farnsworth Street

23rd Floor

 

Palo Alto, CA 94304

 

3rd Floor

New York, NY 10018

 

 

 

Boston, MA 02210

 

(c)               Citizenship

 

Each of VA-V, VP-V, VEF-V, VHCP-II and VHCP-III are limited partnerships organized in the State of Delaware. Each of VM-V, VPM-V, VEFM-V, VHCP-II Co-Invest, VHCPM-II, VHCP-III Co-Invest and VHCPM-III are limited liability companies organized in the State of Delaware. Both Koh and Shah are United States citizens.

 

(d)              Title of Class of Securities

 

Common Stock

 

(e)               CUSIP Number

 

210373106

 

Item 3.         If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable

 

Item 4.         Ownership

 

(a)         Amount Beneficially Owned as of October 3, 2019:

 

Venrock Associates V, L.P.

 

1,740,945

(1)

Venrock Partners V, L.P.

 

1,740,945

(1)

Venrock Entrepreneurs Fund V, L.P.

 

1,740,945

(1)

Venrock Management V, LLC

 

1,740,945

(1)

Venrock Partners Management V, LLC

 

1,740,945

(1)

VEF Management V, LLC

 

1,740,945

(1)

Venrock Healthcare Capital Partners II, L.P.

 

3,616,873

(2)

VHCP Co-Investment Holdings II, LLC

 

3,616,873

(2)

VHCP Management II, LLC

 

3,616,873

(2)

Venrock Healthcare Capital Partners III, L.P.

 

3,616,873

(2)

VHCP Co-Investment Holdings III, LLC

 

3,616,873

(2)

VHCP Management III, LLC

 

3,616,873

(2)

Bong Koh

 

3,616,873

(2)

Nimish Shah

 

3,616,873

(2)

 

(b)         Percent of Class as of October 3, 2019:

 

Venrock Associates V, L.P.

 

5.2

%

Venrock Partners V, L.P.

 

5.2

%

Venrock Entrepreneurs Fund V, L.P.

 

5.2

%

Venrock Management V, LLC

 

5.2

%

Venrock Partners Management V, LLC

 

5.2

%

VEF Management V, LLC

 

5.2

%

Venrock Healthcare Capital Partners II, L.P.

 

10.8

%

VHCP Co-Investment Holdings II, LLC

 

10.8

%

VHCP Management II, LLC

 

10.8

%

Venrock Healthcare Capital Partners III, L.P.

 

10.8

%

VHCP Co-Investment Holdings III, LLC

 

10.8

%

VHCP Management III, LLC

 

10.8

%

Bong Koh

 

10.8

%

Nimish Shah

 

10.8

%

 

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CUSIP No. 210373106

 

 

(c)          Number of shares as to which the person has, as of October 3, 2019:

 

(i)             Sole power to vote or to direct the vote

 

Venrock Associates V, L.P.

 

0

 

Venrock Partners V, L.P.

 

0

 

Venrock Entrepreneurs Fund V, L.P.

 

0

 

Venrock Management V, LLC

 

0

 

Venrock Partners Management V, LLC

 

0

 

VEF Management V, LLC

 

0

 

Venrock Healthcare Capital Partners II, L.P.

 

0

 

VHCP Co-Investment Holdings II, LLC

 

0

 

VHCP Management II, LLC

 

0

 

Venrock Healthcare Capital Partners III, L.P.

 

0

 

VHCP Co-Investment Holdings III, LLC

 

0

 

VHCP Management III, LLC

 

0

 

Bong Koh

 

0

 

Nimish Shah

 

0

 

 

(ii)          Shared power to vote or to direct the vote

 

Venrock Associates V, L.P.

 

1,740,945

(1)

Venrock Partners V, L.P.

 

1,740,945

(1)

Venrock Entrepreneurs Fund V, L.P.

 

1,740,945

(1)

Venrock Management V, LLC

 

1,740,945

(1)

Venrock Partners Management V, LLC

 

1,740,945

(1)

VEF Management V, LLC

 

1,740,945

(1)

Venrock Healthcare Capital Partners II, L.P.

 

3,616,873

(2)

VHCP Co-Investment Holdings II, LLC

 

3,616,873

(2)

VHCP Management II, LLC

 

3,616,873

(2)

Venrock Healthcare Capital Partners III, L.P.

 

3,616,873

(2)

VHCP Co-Investment Holdings III, LLC

 

3,616,873

(2)

VHCP Management III, LLC

 

3,616,873

(2)

Bong Koh

 

3,616,873

(2)

Nimish Shah

 

3,616,873

(2)

 

(iii)       Sole power to dispose or to direct the disposition of

 

Venrock Associates V, L.P.

 

0

 

Venrock Partners V, L.P.

 

0

 

Venrock Entrepreneurs Fund V, L.P.

 

0

 

Venrock Management V, LLC

 

0

 

Venrock Partners Management V, LLC

 

0

 

VEF Management V, LLC

 

0

 

Venrock Healthcare Capital Partners II, L.P.

 

0

 

VHCP Co-Investment Holdings II, LLC

 

0

 

VHCP Management II, LLC

 

0

 

Venrock Healthcare Capital Partners III, L.P.

 

0

 

VHCP Co-Investment Holdings III, LLC

 

0

 

VHCP Management III, LLC

 

0

 

Bong Koh

 

0

 

Nimish Shah

 

0

 

 

(iv)      Shared power to dispose or to direct the disposition of

 

 

Venrock Associates V, L.P.

 

1,740,945

(1)

Venrock Partners V, L.P.

 

1,740,945

(1)

Venrock Entrepreneurs Fund V, L.P.

 

1,740,945

(1)

Venrock Management V, LLC

 

1,740,945

(1)

Venrock Partners Management V, LLC

 

1,740,945

(1)

VEF Management V, LLC

 

1,740,945

(1)

Venrock Healthcare Capital Partners II, L.P.

 

3,616,873

(2)

VHCP Co-Investment Holdings II, LLC

 

3,616,873

(2)

VHCP Management II, LLC

 

3,616,873

(2)

Venrock Healthcare Capital Partners III, L.P.

 

3,616,873

(2)

VHCP Co-Investment Holdings III, LLC

 

3,616,873

(2)

VHCP Management III, LLC

 

3,616,873

(2)

Bong Koh

 

3,616,873

(2)

Nimish Shah

 

3,616,873

(2)

 

18

 

CUSIP No. 210373106

 

(1)

These shares are owned directly as follows: (i) 1,557,276 shares of common stock and 13,583 shares of common stock underlying immediately exercisable warrants held by VA-V, (ii) 132,026 shares of common stock and 1,151 shares of common stock underlying immediately exercisable warrants held by VP-V and (iii) 36,590 shares of common stock and 319 shares of common stock underlying immediately exercisable warrants held by VEF-V.

 

 

(2)

These shares are owned directly as follows: (i) 1,067,801 shares of common stock held by VHCP-II, (ii) 432,830 shares of common stock held by VHCP-II Co-Invest, (iii) 1,923,958 shares of common stock held by VHCP-III and (iv) 192,284 shares of common stock held by VHCP-III Co-Invest.

 

Item 5.         Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

Item 6.         Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.         Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not Applicable

 

Item 8.        Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.         Notice of Dissolution of a Group

 

Not Applicable

 

Item 10.Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

19

 

CUSIP No. 210373106

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated: October 8, 2019

 

Venrock Associates V, L.P.

Venrock Management V, LLC

 

 

 

 

 

By:

Venrock Management V, LLC,

 

By:

/s/ David Stepp

 

its General Partner

 

 

Authorized Signatory

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Partners V, L.P.

Venrock Partners Management V, LLC

 

 

 

 

By:

Venrock Partners Management V, LLC,

 

By:

/s/ David Stepp

 

its General Partner

 

 

Authorized Signatory

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Entrepreneurs Fund V, L.P.

VEF Management V, LLC

 

 

 

 

 

By:

VEF Management V, LLC,

 

By:

/s/ David Stepp

 

its General Partner

 

 

Authorized Signatory

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Healthcare Capital Partners II, L.P.

VHCP Management II, LLC

 

 

 

 

 

By:

VHCP Management II, LLC,

 

By:

/s/ David Stepp

 

its General Partner

 

 

Authorized Signatory

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

VHCP Co-Investment Holdings II, LLC

Venrock Healthcare Capital Partners III, L.P.

 

 

 

 

 

 

By:

VHCP Management II, LLC,

 

By:

VHCP Management III, LLC,

 

its Manager

 

 

its General Partner

 

 

 

 

 

By:

/s/ David Stepp

 

By:

/s/ David Stepp

 

Authorized Signatory

 

 

Authorized Signatory

 

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CUSIP No. 210373106

 

VHCP Management III, LLC

VHCP Co-Investment Holdings III, LLC

 

 

 

 

 

 

By:

/s/ David Stepp

 

By:

VHCP Management III, LLC,

 

Authorized Signatory

 

 

its Manager

 

 

 

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

Bong Koh

 

Nimish Shah

 

 

 

 

 

By:

/s/ David Stepp

 

By:

/s/ David Stepp

 

David Stepp, as attorney-in-fact

 

 

David Stepp, as attorney-in-fact

 

EXHIBITS

 

A:   Joint Filing Agreement

B:   Power of Attorney for Bong Koh

C:   Power of Attorney for Nimish Shah

 

21

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G/A (including amendments thereto) with respect to the Common Stock of Constellation Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 8th day of October, 2019.

 

Venrock Associates V, L.P.

Venrock Management V, LLC

 

 

 

 

 

By:

Venrock Management V, LLC,

 

By:

/s/ David Stepp

 

its General Partner

 

 

Authorized Signatory

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Partners V, L.P.

Venrock Partners Management V, LLC

 

 

 

 

By:

Venrock Partners Management V, LLC,

 

By:

/s/ David Stepp

 

its General Partner

 

 

Authorized Signatory

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Entrepreneurs Fund V, L.P.

VEF Management V, LLC

 

 

 

 

 

By:

VEF Management V, LLC,

 

By:

/s/ David Stepp

 

its General Partner

 

 

Authorized Signatory

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

Venrock Healthcare Capital Partners II, L.P.

VHCP Management II, LLC

 

 

 

 

 

By:

VHCP Management II, LLC,

 

By:

/s/ David Stepp

 

its General Partner

 

 

Authorized Signatory

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

VHCP Co-Investment Holdings II, LLC

Venrock Healthcare Capital Partners III, L.P.

 

 

 

 

 

 

By:

VHCP Management II, LLC,

 

By:

VHCP Management III, LLC,

 

its Manager

 

 

its General Partner

 

 

 

 

 

By:

/s/ David Stepp

 

By:

/s/ David Stepp

 

Authorized Signatory

 

 

Authorized Signatory

 

22

 

VHCP Management III, LLC

VHCP Co-Investment Holdings III, LLC

 

 

 

 

 

 

By:

/s/ David Stepp

 

By:

VHCP Management III, LLC,

 

Authorized Signatory

 

 

its Manager

 

 

 

 

 

 

 

 

By:

/s/ David Stepp

 

 

 

 

Authorized Signatory

 

 

 

 

 

Bong Koh

 

Nimish Shah

 

 

 

 

 

By:

/s/ David Stepp

 

By:

/s/ David Stepp

 

David Stepp, as attorney-in-fact

 

 

David Stepp, as attorney-in-fact

 

23

 

EXHIBIT B

 

POWER OF ATTORNEY FOR BONG KOH

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigneds true and lawful attorney-in fact and agent to:

 

(i)             prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and

 

(ii)          take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigneds responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

 

This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigneds holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).

 

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 8th day of October, 2019.

 

/s/ Bong Koh

 

 

24

 

EXHIBIT C

 

POWER OF ATTORNEY FOR NIMISH SHAH

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of David L. Stepp, Sherman G. Souther and Lisa D. Harris signing individually, the undersigneds true and lawful attorney-in fact and agent to:

 

(i)             prepare execute and file, for and on behalf of the undersigned, any and all documents and filings that are required or advisable to be made with the United States Securities and Exchange Commission, any stock exchange or similar authority, under the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations promulgated thereunder, including without limitation (a) any Joint Filing Agreement under Rule 13d-1(k) of the Exchange Act (or any successor provision thereunder), Schedule 13D and Schedule 13G (or any successor schedules or forms adopted under the Exchange Act ) and any amendments thereto in accordance with Section 13 of the Exchange Act and the rules thereunder, and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder; and

 

(ii)          take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of undersigned, is not assuming, nor is Venrock assuming, any of the undersigneds responsibilities to comply with the Exchange Act, including without limitation Sections 13 and 16 of the Exchange Act.

 

This power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file any form or document with respect to the undersigneds holdings of and transactions in securities issued by a company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact, or (c) until such attorney-in-fact shall no longer be employed by VR Management, LLC (or its successor).

 

IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be executed as of this 8th day of October, 2019.

 

/s/ Nimish Shah

 

 

25