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SC 13G Form - Statement of acquisition of beneficial ownership by individuals - Bain Capital Life Sciences Fund, L.P. (0001687968) (Filed by)

SC 13G1d808718dsc13g.htmSC 13GSC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No.      )

 

 

ConstellationPharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001

par value per share

(Title of Class of Securities)

210373106

(CUSIP Number)

October 1, 2019

(Date of Event Which Requires Filing of This Statement)

 

 

Check the appropriate box todesignate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this formwith 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 SecuritiesExchange 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. 210373106  13G   Page 2 of 8 Pages

 

  1   

  Names of Reporting Persons

 

   Bain Capital Life Sciences Fund, L.P.

  2   

  Check the Appropriate Boxif a Member of a Group

  (a)  ☐        (b)  ☐

 

  3   

  SEC Use Only

 

  4   

  Citizenship or Place ofOrganization

 

   CaymanIslands

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

   0 shares of Common Stock

 6    

  Shared Voting Power

 

   2,561,350 shares of Common Stock

 7    

  Sole Dispositive Power

 

   0 shares of Common Stock

 8    

  Shared Dispositive Power

 

   2,561,350 shares of CommonStock

  9   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

   2,561,350 shares of Common Stock

10   

  Check if the AggregateAmount in Row (9) Excludes Certain Shares

 

  ☐

11   

  Percent of ClassRepresented by Amount in Row 9

 

   7.7%

12   

  Type of ReportingPerson

 

   PN


CUSIP No. 210373106  13G   Page 3 of 8 Pages

 

  1   

  Names of Reporting Persons

 

  BCIP Life Sciences Associates, LP

  2   

  Check the Appropriate Boxif a Member of a Group

  (a)  ☐        (b)  ☐

 

  3   

  SEC Use Only

 

  4   

  Citizenship or Place ofOrganization

 

  Delaware

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

   5    

  Sole Voting Power

 

   0 shares of Common Stock

 6    

  Shared Voting Power

 

  262,179 shares of Common Stock

 7    

  Sole Dispositive Power

 

   0 shares of Common Stock

 8    

  Shared Dispositive Power

 

  262,179 shares of CommonStock

  9   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  262,179 shares of Common Stock

10   

  Check if the AggregateAmount in Row (9) Excludes Certain Shares

 

  ☐

11   

  Percent of ClassRepresented by Amount in Row 9

 

  0.8%

12   

  Type of ReportingPerson

 

   PN


Item 1(a)

Name of Issuer

The name of the issuer to which this filing on Schedule 13G relates is Constellation Pharmaceuticals, Inc. (the “Issuer”).

 

Item 1(b)

Address of Issuer’s Principal Executive Offices

The principal executive offices of the Issuer are located at 215 First Street, Suite 200, Cambridge, Massachusetts 02142.

 

Item 2(a)

Name of Person Filing

This Schedule 13G is being filed jointly by Bain Capital Life Sciences Fund, L.P., a Cayman exempted limited partnership (“BC LS”), and BCIP LifeSciences Associates, LP, a Delaware limited partnership (“BCIP LS” and, together with BC LS, the “Reporting Persons”).

Bain CapitalLife Sciences Investors, LLC, a Delaware limited liability company (“BCI LS”), whose managers are Jeffrey Schwartz and Adam Koppel, is the general partner of Bain Capital Life Sciences Partners, LP, a Cayman exempted limited partnership(“BC LS P”), which is the general partner of BC LS.

Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston”), isthe general partner of BCIP LS. BCI LS governs the investment strategy and decision-making process with respect to investments held by BCIP LS.

As aresult, each of BCI LS, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, dated October 11, 2019, pursuant to which the Reporting Persons have agreed to file thisSchedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Reporting Persons, BCI LS, BC LS P, Boylston, Mr. Schwartz and Dr. Koppel is 200 Clarendon Street,Boston, MA 02116.

 

Item 2(c)

Citizenship

BC LS and BC LS P are organized under the laws of the Cayman Islands. BCIP LS, BCI LS and Boylston are organized under the laws of the State of Delaware.Mr. Schwartz and Dr. Koppel are citizens of the United States.

 

Item 2(d)

Title of Class of Securities

The class of securities of the Issuer to which this Schedule 13G relates is Common Stock, $0.0001 par value per share (“Common Stock”).

 

Item 2(e)

CUSIP Number

The CUSIP number of the Common Stock is 210373106.


Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or240.13d-2(b) or (c), check whether the person filing is a

 

(a)  ☐  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)  ☐  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)  ☐  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)  ☐  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)  ☐  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)  ☐  An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)  ☐  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)  ☐  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)   ☐  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)   ☐  A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)  ☐  Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4

Ownership

(a) Amount beneficially owned:

As of the date hereof, BC LS holds 2,561,350 shares of Common Stock, representing approximately 7.7% of the Issuer’s outstanding shares ofCommon Stock, and BCIP LS holds 262,179 shares of Common Stock, representing approximately 0.8% of the Issuer’s outstanding shares of Common Stock.

As a result of the foregoing and the relationships described in Item 2(a), the Reporting Persons may be deemed to collectively beneficially ownan aggregate of 2,823,529 shares of Common Stock, representing approximately 8.4% of the Issuer’s outstanding shares of Common Stock.

The percentage of the Issuer’s outstanding shares of Common Stock held by the Reporting Persons is based on (i) 25,822,696 shares ofCommon Stock issued and outstanding as of July 31, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 and (ii) 7,647,057 shares of Common Stockissued by the Issuer in a private placement on or about October 3, 2019, as reported by the Issuer in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1,2019.

(b) Percent of class:

See Item 4(a) hereof.

(c)Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

0 shares of Common Stock


(ii) Shared power to vote or to direct the vote:

 

BC LS  2,561,350 shares of Common Stock
BCIP LS  262,179 shares of Common Stock

(iii) Sole power to dispose or to direct the disposition of:

0 shares of Common Stock

(iv)Shared power to dispose or to direct the disposition of:

 

BC LS  2,561,350 shares of Common Stock
BCIP LS  262,179 shares of Common Stock

 

Item 5

Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By theParent Holding Company or Control Person.

Not applicable.

 

Item 8

Identification and Classification of Members of the Group

Not applicable.

 

Item 9

Notice of Dissolution of Group

Not applicable.

 

Item 10

Certifications

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 ofor 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 that purpose or effect, other than activities solely inconnection with a nomination under § 240.14a-11.


SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete andcorrect.

 

Dated: October 11, 2019  Bain Capital Life Sciences Fund, L.P.
  By: Bain Capital Life Sciences Partners, LP
   its general partner
  By: Bain Capital Life Sciences Investors, LLC
   its general partner
  By: 

/s/ Andrew Hack

   Name: Andrew Hack
   Title:   Managing Director
  BCIP Life Sciences Associates, LP
  By: Boylston Coinvestors, LLC
   its general partner
  By: 

/s/ Andrew Hack

   Name: Andrew Hack
   Title:   Authorized Signatory


Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF

SCHEDULE 13G

The undersigned hereby agreeas follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G isfiled on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendmentsthereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unlesssuch person knows or has reason to believe that such information is inaccurate.

 

Dated: October 11, 2019  Bain Capital Life Sciences Fund, L.P.
  By: Bain Capital Life Sciences Partners, LP
   its general partner
  By: Bain Capital Life Sciences Investors, LLC
   its general partner
  By: 

/s/ Andrew Hack

   Name: Andrew Hack
   Title:   Managing Director
  BCIP Life Sciences Associates, LP
  By: Boylston Coinvestors, LLC
   its general partner
  By: 

/s/ Andrew Hack

   Name: Andrew Hack
   Title:   Authorized Signatory