FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

TAKEDA PHARMACEUTICAL CO LTD		 2. Issuer Name and Ticker or Trading Symbol

Calithera Biosciences, Inc. [ CALA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1-1, NIHONBASHI-HONCHO 2-CHOME		 3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2022
(Street)

CHUO-KU, TOKYO, M0 103-8668
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock $40.08 (1)(2)7/1/2022  J (3)    1000000  10/18/2021  (4)Common Stock 857844.0 (1)(2)$0 0 I See Explanation of Responses (3)
Series A Convertible Preferred Stock $40.08 (1)(2)7/1/2022  J (3)  1000000    10/18/2021  (4)Common Stock 857844.0 (1)(2)$0 1000000 I See Explanation of Responses (3)
Explanation of Responses:
(1) The Series A preferred stock (the "Preferred Stock") of Calithera Biosciences, Inc. ("Calithera") is convertible at the option of holder into 857,844 shares of common stock of Calithera at a conversion price per share of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Preferred Stock. All amounts reflect a one-for-twenty (1:20) reverse stock split effected by Calithera on June 14, 2022.
(2) If there is not a qualified financing event prior to April 18, 2023 (the "Outside Date"), the Preferred Stock will automatically convert into 857,844 shares of common stock of Calithera at a conversion price of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Preferred Stock. If there is a qualified financing event prior to the Outside Date, the Preferred Stock will automatically convert into 857,844 shares of common stock of Calithera at a conversion price of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Preferred Stock. In no event will the conversion of the Preferred Stock result in the issuance of greater than 19.99% shares of the then outstanding common stock of Calithera and/or 6,644,014 shares of common stock of Calithera.
(3) On July 1, 2022, the reporting persons effected an internal reorganization (the "Restructuring") whereby Millennium Pharmaceuticals, Inc. ("Millennium"), a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("TPUSA"), distributed the Preferred Stock to TPUSA. Immediately thereafter and in connection with the Restructuring, the Preferred Stock was contributed by TPUSA to its wholly owned subsidiary, Takeda Ventures, Inc. ("TVI"). TPUSA is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited. As such, Takeda Pharmaceutical Company Limited is an indirect beneficial owner of the reported securities, and its ownership remains unchanged from the Restructuring. No additional consideration was paid as part of the distribution or contribution of the Preferred Stock.
(4) The Series A convertible preferred stock has no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
TAKEDA PHARMACEUTICAL CO LTD
1-1, NIHONBASHI-HONCHO 2-CHOME
CHUO-KU, TOKYO, M0 103-8668
X

Takeda Ventures, Inc.
9625 TOWNE CENTRE DRIVE
SAN DIEGO, CA 92121
X
Signatures
/s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited7/6/2022
**Signature of Reporting PersonDate

/s/ Michael Martin, President, Takeda Ventures, Inc.7/6/2022
**Signature of Reporting PersonDate
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).
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