SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Point72 Biotech Private Investments, LLC

(Last) (First) (Middle)
C/O POINT72, L.P.
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2021
3. Issuer Name and Ticker or Trading Symbol
Prometheus Biosciences, Inc. [ RXDX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D-1 Preferred Stock (1) (1) Common Stock 763,327(2) (1) I See Footnote(3)
Series D-2 Preferred Stock (4) (4) Common Stock 1,084,696(5) (4) I See Footnote(3)
1. Name and Address of Reporting Person*
Point72 Biotech Private Investments, LLC

(Last) (First) (Middle)
C/O POINT72, L.P.
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Differentiated Ventures Investments, LLC

(Last) (First) (Middle)
C/O POINT72, L.P.
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
72 Investment Holdings, LLC

(Last) (First) (Middle)
C/O POINT72, L.P.
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COHEN STEVEN A/SAC CAPITAL MGMT LP

(Last) (First) (Middle)
C/O POINT72, L.P.
72 CUMMINGS POINT ROAD

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
Explanation of Responses:
1. Shares of Series D-1 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series D-1 Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-1 Preferred Stock has no expiration date.
2. Consist of shares of Series D-1 Preferred Stock held directly by Point72 Biotech Private Investments, LLC (Point72 Biotech).
3. The securities reported herein may be deemed to be beneficially owned by each of: (i) Differentiated Ventures Investments, LLC (DVI), which is deemed the beneficial owner of shares held by Point72 Biotech, (ii) 72 Investment Holdings, LLC (72 IH), the sole member of DVI, deemed to have sole voting and investment control over such interest held by DVI, and (iii) Steven A. Cohen (SC), the sole member of 72 IH, deemed to have sole voting and investment control over such interest held by 72 IH. Each of SC, 72 IH, and DVI disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
4. Shares of Series D-2 Preferred Stock are convertible at any time, at the holder's election, at a ratio of ten-for-one share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series D-2 Preferred Stock will automatically convert at the ratio of ten-for-one share of the Issuer's common stock. The Series D-2 Preferred Stock has no expiration date.
5. Consist of shares of Series D-2 Preferred Stock held directly by Point72 Biotech.
Remarks:
Point72 Biotech Private Investments, LLC by: /s/Vincent Tortorella, Authorized Signatory 03/11/2021
Differentiated Ventures Investments, LLC by: /s/Vincent Tortorella, Authorized Signatory 03/11/2021
72 Investment Holdings, LLC by: /s/Vincent Tortorella, Authorized Signatory 03/11/2021
/s/Steven A Cohen 03/11/2021
** 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 5 (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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