FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Crinetics Pharmaceuticals, Inc. [ CRNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/20/2019 | J(1) | 451,200 | D | $0 | 2,656,442 | I | See foototes(2)(8) | ||
Common Stock | 02/20/2019 | J(3) | 18,800 | D | $0 | 110,683 | I | See foototes(4)(8) | ||
Common Stock | 02/20/2019 | J(5) | 4,700 | A | $0 | 4,700 | I | See footnote(6) | ||
Common Stock | 02/20/2019 | J(7) | 4,700 | D | $0 | 0 | I | See footnote(6) | ||
Common Stock | 02/20/2019 | J(9) | 940 | A | $0 | 940 | I | See footnote(10) | ||
Common Stock | 02/20/2019 | J(11) | 940 | A | $0 | 940 | I | See footnote(12) | ||
Common Stock | 02/20/2019 | J(13) | 353 | A | $0 | 353 | I | See footnote(14) | ||
Common Stock | 02/20/2019 | J(15) | 587 | A | $0 | 940 | I | See footnote(16) | ||
Common Stock | 02/20/2019 | J(17) | 783 | A | $0 | 1,723 | I | See footnote(10) | ||
Common Stock | 02/20/2019 | J(18) | 783 | A | $0 | 1,723 | I | See footnote(12) | ||
Common Stock | 02/20/2019 | J(19) | 783 | A | $0 | 1,723 | I | See footnote(20) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by 5AM Ventures IV, L.P. ("Ventures IV") without consideration to its partners. |
2. These securities are held of record by Ventures IV. |
3. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by 5AM Co-Investors IV, L.P. ("Co-Investors IV") without consideration to its partners. |
4. These securities are held of record by Co-Investors IV. |
5. Represents a change in the form of ownership of 5AM Partners IV, LLC ("Partners IV") by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer for no consideration by Ventures IV and Co-Investors IV. |
6. These securities are held of record by Partners IV. |
7. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Partners IV without consideration to its members. |
8. Partners IV is the sole general partner of Ventures IV and Co-Investors IV. Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV, and have shared voting and investment power over the shares beneficially owned by Ventures IV and Co-Investors IV. Each of Partners IV, Dr. Diekman, Mr. Schwab, and Dr. Rocklage disclaims beneficial ownership of such shares except to the extent of its or their pecuniary interest therein. |
9. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Partners IV to the Schwab Family Trust, Andrew J. Schwab and Catarina N. Schwab, as Trustees of the Schwab Family Trust, dated October 26, 2007 ("Schwab Family Trust"). |
10. These securities are held of record by Schwab Family Trust. Mr. Schwab is a trustee and beneficiary of the Schwab Family Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein. |
11. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Partners IV to John D. Diekman and Susan P. Diekman Trustees Diekman Revocable Trust Dtd 6/30/95 ("Diekman Trust"). |
12. These securities are held of record by Diekman Trust. Dr. Diekman is a trustee and beneficiary of the Diekman Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein. |
13. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Partners IV to Scott M. Rocklage Revocable Trust dated March 2, 1999 as amended February 8, 2008; Trustees: Scott M. Rocklage and Patty B. Rocklage ("Rocklage Trust"). |
14. These securities are held of record by Rocklage Trust. Dr. Rocklage is a trustee and beneficiary of the Rocklage Trust and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein. |
15. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Partners IV to MADRock II LLC ("MADRock II"). |
16. These securities are held of record by MADRock II. Dr. Rocklage is a manager of MADRock II and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein. |
17. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Co-Investors IV to the Schwab Family Trust. |
18. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Co-Investors IV to the Diekman Trust. |
19. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro-rata in-kind distribution by Co-Investors IV to the Scott M. Rocklage Trust u/d/t/ dated October 22, 2015; Trustees: Scott M. Rocklage and Patty B. Rocklage ("Rocklage Trust II"). |
20. These securities are held of record by the Rocklage Trust II. Dr. Rocklage is a trustee and beneficiary of the Rocklage Trust II and disclaims beneficial ownership of these securities, except to the extent of his proportionate pecuniary interest therein. |
5AM VENTURES IV, L.P. By: 5AM Partners IV, LLC, its General Partner /s/ Scott M. Rocklage Managing Member | 02/22/2019 | |
5AM CO-INVESTORS IV, L.P. By: 5AM Partners IV, LLC, its General Partner /s/ Scott M. Rocklage Managing Member | 02/22/2019 | |
5AM PARTNERS IV, LLC /s/ Scott M. Rocklage Managing Member | 02/22/2019 | |
/s/ Scott M. Rocklage | 02/22/2019 | |
/s/ John D. Diekman | 02/22/2019 | |
/s/ Andrew J. Schwab | 02/22/2019 | |
** 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 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |