Statement of Changes in Beneficial Ownership (4)
May 13 2019 - 7:53PM
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
Estimated average burden
hours per response...
0.5
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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
*
Takeda Ventures, Inc.
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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)
435 TASSO STREET, SUITE 300,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2019
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(Street)
PALO ALTO, CA 94301
(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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2679802
(1)
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A
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(2)
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2679802
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D
(3)
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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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2360071
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(2)
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(2)
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Common Stock
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2360071
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$0.00
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0
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D
(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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319731
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(2)
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(2)
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Common Stock
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319731
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$0.00
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0
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D
(3)
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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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These shares are owned directly by Takeda Ventures, Inc. Takeda Ventures, Inc. is a wholly-owned direct subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("Takeda USA"). Takeda Pharmaceuticals International AG owns 41.91% of Takeda USA, and Takeda Pharmaceutical Company Limited owns 58.09% of Takeda USA. Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited.
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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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Takeda Ventures, Inc.
435 TASSO STREET, SUITE 300
PALO ALTO, CA 94301
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X
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TAKEDA PHARMACEUTICAL CO LTD
1-1, NIHONBASHI-HONCHO 2-CHOME
CHUO-KU
TOKYO, M0 103-8668
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X
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Takeda Pharmaceuticals International AG
THURGAUERSTRASSE 130
8152 GLATTPARK-OPFIKON
ZURICH, 2M
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X
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Takeda Pharmaceuticals U.S.A., Inc.
ONE TAKEDA PARKWAY
DEERFIELD, IL 60015
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X
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Signatures
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/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Ventures, Inc.
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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 Takeda Pharmaceutical Company Limited
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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 Takeda Pharmaceuticals International AG
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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 Takeda Pharmaceuticals U.S.A., Inc.
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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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