| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Nurix Therapeutics, Inc. [ NRIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/28/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Common Stock | 07/28/2020 | C | 600,000 | A | (1) | 683,333 | D(2) | |||
| Common Stock | 07/28/2020 | C | 875,000 | A | (1) | 1,558,333 | D(2) | |||
| Common Stock | 07/28/2020 | C | 1,836,000 | A | (1) | 3,394,333 | D(2) | |||
| Common Stock | 07/28/2020 | C | 1,989,000 | A | (1) | 1,989,000 | D(3) | |||
| Common Stock | 07/28/2020 | C | 686,274 | A | (1) | 686,274 | D(4) | |||
| Common Stock | 07/28/2020 | C | 686,274 | A | (1) | 686,274 | D(5) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-1 Preferred Stock | (1) | 07/28/2020 | C | 600,000 | (1) | (1) | Common Stock | 600,000 | $0.00 | 0 | D(2) | ||||
| Series A-2 Preferred Stock | (1) | 07/28/2020 | C | 875,000 | (1) | (1) | Common Stock | 875,000 | $0.00 | 0 | D(2) | ||||
| Series B Preferred Stock | (1) | 07/28/2020 | C | 1,836,000 | (1) | (1) | Common Stock | 1,836,000 | $0.00 | 0 | D(2) | ||||
| Series B Preferred Stock | (1) | 07/28/2020 | C | 1,989,000 | (1) | (1) | Common Stock | 1,989,000 | $0.00 | 0 | D(3) | ||||
| Series D Preferred Stock | (1) | 07/28/2020 | C | 686,274 | (1) | (1) | Common Stock | 686,274 | $0.00 | 0 | D(4) | ||||
| Series D Preferred Stock | (1) | 07/28/2020 | C | 686,274 | (1) | (1) | Common Stock | 686,274 | $0.00 | 0 | D(5) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-one basis immediately upon the closing of the Issuer's initial public offering for no additional consideration and had no expiration date. |
| 2. The securities are directly held by The Column Group, LP ("TCG LP"), and indirectly held by The Column Group GP, LP ("TCG GP"), the general partner of TCG LP. The managing partners of TCG GP are David Goeddel and Peter Svennilson. The managing partners of TCG GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
| 3. The securities are directly held by The Column Group II, LP ("TCG II LP"), and indirectly held by The Column Group II GP, LP ("TCG II GP"), the general partner of TCG II LP. The managing partners of TCG II GP are David Goeddel and Peter Svennilson. The managing partners of TCG II GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
| 4. The securities are directly held by Ponoi Capital, LP ("Ponoi LP"), and indirectly held by Ponoi Management, LLC ("Ponoi LLC"), the general partner of Ponoi LP. The managing partners of Ponoi LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
| 5. The securities are directly held by Ponoi Capital II, LP ("Ponoi II LP"), and indirectly held by Ponoi II Management, LLC ("Ponoi II LLC"), the general partner of Ponoi II LP. The managing partners of Ponoi II LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi II LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. |
| Remarks: |
| Due to SEC restrictions on the number of reporting owners, this is Form 1 of 2. |
| /s/ Jennifer J. Carlson, Attorney-in-Fact | 07/29/2020 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||