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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Crinetics Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
22663K107
(CUSIP Number)
December 31, 2020
(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 persons 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. 22663K107 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x(1) | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by 5AM Ventures IV, L.P., a Delaware limited partnership (Ventures IV), 5AM Co-Investors IV, L.P., a Delaware limited partnership (Co-Investors IV), 5AM Partners IV, LLC, a Delaware limited liability company (Partners IV), Dr. John D. Diekman (Diekman), Andrew J. Schwab (Schwab), and Dr. Scott M. Rocklage (Rocklage and together with Ventures IV, Co-Investors IV, Partners IV, Diekman and Schwab, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Partners IV serves as the sole general partner of Ventures IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.
(3) This percentage is calculated based on 32,922,328 shares of Common Stock outstanding as of October 31, 2020 as indicated in the Issuers Form 10-Q filed on November 6, 2020.
CUSIP No. 22663K107 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x(1) | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Partners IV serves as the sole general partner of Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Co-Investors IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.
(3) This percentage is calculated based on 32,922,328 shares of Common Stock outstanding as of October 31, 2020 as indicated in the Issuers Form 10-Q filed on November 6, 2020.
CUSIP No. 22663K107 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x (1) | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 1,307,797 shares of Common Stock held by Ventures IV and 54,489 shares of Common Stock held by Co-Investors IV. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.
(3) This percentage is calculated based on 32,922,328 shares of Common Stock outstanding as of October 31, 2020 as indicated in the Issuers Form 10-Q filed on November 6, 2020.
CUSIP No. 22663K107 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x (1) | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 1,307,797 shares of Common Stock held by Ventures IV and 54,489 shares of Common Stock held by Co-Investors IV. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.
(3) This percentage is calculated based on 32,922,328 shares of Common Stock outstanding as of October 31, 2020 as indicated in the Issuers Form 10-Q filed on November 6, 2020.
CUSIP No. 22663K107 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x (1) | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 1,307,797 shares of Common Stock held by Ventures IV and 54,489 shares of Common Stock held by Co-Investors IV. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.
(3) This percentage is calculated based on 32,922,328 shares of Common Stock outstanding as of October 31, 2020 as indicated in the Issuers Form 10-Q filed on November 6, 2020.
CUSIP No. 22663K107 | |||||
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1. |
Names of Reporting Persons | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
x (1) | ||
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3. |
SEC Use Only | |||
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4. |
Citizenship or Place of Organization | |||
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Number of |
5. |
Sole Voting Power | |||
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6. |
Shared Voting Power | ||||
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7. |
Sole Dispositive Power | ||||
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8. |
Shared Dispositive Power | ||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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11. |
Percent of Class Represented by Amount in Row (9) | |||
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12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 1,307,797 shares of Common Stock held by Ventures IV and 54,489 shares of Common Stock held by Co-Investors IV. Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020.
(3) This percentage is calculated based on 32,922,328 shares of Common Stock outstanding as of October 31, 2020 as indicated in the Issuers Form 10-Q filed on November 6, 2020.
Item 1. | ||||
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(a) |
Name of Issuer | ||
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(b) |
Address of Issuers Principal Executive Offices San Diego, CA 92121 | ||
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Item 2. | ||||
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(a) |
Name of Person Filing 5AM Co-Investors IV, L.P. (Co-Investors IV) 5AM Partners IV, LLC (Partners IV) Dr. John D. Diekman (Diekman) Andrew J. Schwab (Schwab) Dr. Scott M. Rocklage (Rocklage) | ||
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(b) |
Address of Principal Business Office or, if none, Residence 501 Second Street, Suite 350 San Francisco, CA 94107 | ||
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(c) |
Citizenship | ||
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Entities: |
5AM Ventures IV, L.P. |
- Delaware |
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5AM Co-Investors IV, L.P. |
- Delaware |
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5AM Partners IV, LLC |
- Delaware |
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Individuals: |
Diekman |
- United States of America |
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Schwab |
- United States of America |
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Rocklage |
- United States of America |
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(d) |
Title of Class of Securities | ||
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(e) |
CUSIP Number | ||
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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: | |||
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Not applicable. |
Item 4. |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
Reporting Persons |
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Shares Held |
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Sole |
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Shared |
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Sole |
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Shared |
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Beneficial |
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Percentage |
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Ventures IV (1) (3) |
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1,307,797 |
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1,307,797 |
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1,307,797 |
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1,307,797 |
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4.0 |
% |
Co-Investors IV (2) (3) |
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54,489 |
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54,489 |
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54,489 |
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54,489 |
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0.2 |
% |
Partners IV (1) (2) (3) |
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1,362,286 |
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1,362,286 |
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1,362,286 |
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4.1 |
% |
Diekman (1) (2) (3) |
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1,362,286 |
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1,362,286 |
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1,362,286 |
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4.1 |
% |
Schwab (1) (2) (3) |
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1,362,286 |
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1,362,286 |
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1,362,286 |
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4.1 |
% |
Rocklage (1) (2) (3) |
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1,362,286 |
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1,362,286 |
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1,362,286 |
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4.1 |
% |
(1) Includes 1,307,797 shares of Common Stock held by Ventures IV.
(2) Includes 54,489 shares of Common Stock held by Co-Investors IV.
(3) Partners IV serves as the sole general partner of Ventures IV and Co-Investors IV. Diekman, Schwab and Rocklage are managing members of Partners IV and share voting and dispositive power over the shares held by Ventures IV and Co-Investors IV.
(4) This percentage is calculated based on 32,922,328 shares of Common Stock outstanding as of October 31, 2020 as indicated in the Issuers Form 10-Q filed on November 6, 2020.
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 x. | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
Item 10. |
Certification
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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 such purpose or effect. |
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: February 16, 2021
5AM Ventures IV, L.P. |
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5AM Co-Investors IV, L.P. | ||
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By: |
5AM Partners IV, LLC |
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By: |
5AM Partners IV, LLC |
its |
General Partner |
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its |
General Partner |
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By: |
/s/ Andrew J. Schwab |
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By: |
/s/ Andrew J. Schwab |
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Name: Andrew J. Schwab |
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Name: Andrew J. Schwab |
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Title: Managing Member |
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Title: Managing Member |
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5AM Partners IV, LLC |
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By: |
/s/ Andrew J. Schwab |
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Name: Andrew J. Schwab |
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Title: Managing Member |
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/s/ Dr. John D. Diekman |
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/s/ Andrew J. Schwab |
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Dr. John D. Diekman |
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Andrew J. Schwab |
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/s/ Dr. Scott M. Rocklage |
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Dr. Scott M. Rocklage |
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the
Common Stock of Crinetics Pharmaceuticals, Inc. is filed on behalf of each of us.
Dated: February 16, 2021
5AM Ventures IV, L.P. |
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5AM Co-Investors IV, L.P. | ||
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By: |
5AM Partners IV, LLC |
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By: |
5AM Partners IV, LLC |
its |
General Partner |
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its |
General Partner |
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By: |
/s/ Andrew J. Schwab |
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By: |
/s/ Andrew J. Schwab |
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Name: Andrew J. Schwab |
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Name: Andrew J. Schwab |
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Title: Managing Member |
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Title: Managing Member |
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5AM Partners IV, LLC |
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By: |
/s/ Andrew J. Schwab |
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Name: Andrew J. Schwab |
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Title: Managing Member |
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/s/ Dr. John D. Diekman |
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/s/ Andrew J. Schwab |
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Dr. John D. Diekman |
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Andrew J. Schwab |
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/s/ Dr. Scott M. Rocklage |
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Dr. Scott M. Rocklage |
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