Statement of Changes in Beneficial Ownership (4)
May 13 2019 - 7:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LAMOND PIERRE
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2. Issuer Name
and
Ticker or Trading Symbol
Cortexyme, Inc.
[
CRTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CORTEXYME, 269 EAST GRAND AVE.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2019
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(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/13/2019
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C
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962510
(1)
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A
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(2)
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962510
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I
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By Christine E. Lamond 2019 Annuity Trust A dated March 4, 2019
(3)
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Common Stock
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5/13/2019
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C
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962510
(1)
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A
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(2)
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962510
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I
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By Pierre R. Lamond 2019 Annuity Trust A dated March 4, 2019
(4)
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Common Stock
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5/13/2019
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C
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961510
(1)
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A
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(2)
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961510
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I
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By Pierre R. and Christine E. Lamond Trust 11-22-85
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Redeemable Convertible Preferred Stock
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(2)
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5/13/2019
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C
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500483
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(2)
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(2)
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Common Stock
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500483
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$0.00
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0
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I
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By Christine E. Lamond 2019 Annuity Trust A dated March 4, 2019
(3)
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Series A Redeemable Convertible Preferred Stock
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(2)
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5/13/2019
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C
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500482
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(2)
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(2)
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Common Stock
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500482
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$0.00
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0
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I
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By Pierre R. Lamond 2019 Annuity Trust A dated March 4, 2019
(4)
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Series A Redeemable Convertible Preferred Stock
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(2)
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5/13/2019
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C
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961510
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(2)
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(2)
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Common Stock
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961510
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$0.00
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0
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I
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By Pierre R. and Christine E. Lamond Trust 11-22-85
(5)
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Series B Redeemable Convertible Preferred Stock
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(2)
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5/13/2019
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C
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462027
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(2)
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(2)
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Common Stock
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462027
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$0.00
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0
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I
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By Christine E. Lamond 2019 Annuity Trust A dated March 4, 2019
(3)
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Series B Redeemable Convertible Preferred Stock
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(2)
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5/13/2019
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C
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462028
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(2)
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(2)
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Common Stock
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462028
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$0.00
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0
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I
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By Pierre R. Lamond 2019 Annuity Trust A dated March 4, 2019
(4)
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Explanation of Responses:
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(1)
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The total represents shares received upon conversion of shares of Series A Redeemable Convertible Preferred Stock and shares of Series B Redeemable Convertible Preferred Stock.
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(2)
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Each share of Series A Redeemable Convertible Preferred Stock and each share of Series B Redeemable Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock, respectively, for no additional consideration at the completion of the Issuer's initial public offering. The Redeemable Convertible Preferred Stock had no expiration date.
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(3)
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Christine E. Lamond is the trustee of the Christine E. Lamond 2019 Annuity Trust A dated March 4, 2019, and has sole voting and dispositive power with respect to the shares held of record by the Christine E. Lamond 2019 Annuity Trust A dated March 4, 2019.
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(4)
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Pierre R. Lamond is the trustee of the Pierre R. Lamond 2019 Annuity Trust A dated March 4, 2019, and has sole voting and dispositive power with respect to the shares held of record by the Pierre R. Lamond 2019 Annuity Trust A dated March 4, 2019.
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(5)
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Pierre R. Lamond is the trustee of the Pierre R. and Christine E. Lamond Trust 11-22-85, and has sole voting and dispositive power with respect to the shares held of record by the Pierre R. and Christine E. Lamond Trust 11-22-85.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LAMOND PIERRE
C/O CORTEXYME
269 EAST GRAND AVE.
SOUTH SAN FRANCISCO, CA 94080
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X
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Lamond Christine
C/O CORTEXYME
269 EAST GRAND AVE.
SOUTH SAN FRANCISCO, CA 94080
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X
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Signatures
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/s/ Christopher Lowe, as Attorney-in-Fact for Pierre Lamond
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5/13/2019
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**
Signature of Reporting Person
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Date
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/s/ Christopher Lowe, as Attorney-in-Fact for Christine Lamond
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5/13/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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