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*
RTW INVESTMENTS, LP

(Last) (First) (Middle)
40 10TH AVENUE, FLOOR 7

(Street)
NEW YORK NY 10014

(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 1,017,770(2) (1) I By RTW Investments, LP(3)
Series D-2 Preferred Stock (4) (4) Common Stock 1,446,262(5) (4) I By RTW Investments, LP(3)
1. Name and Address of Reporting Person*
RTW INVESTMENTS, LP

(Last) (First) (Middle)
40 10TH AVENUE, FLOOR 7

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WONG RODERICK

(Last) (First) (Middle)
40 10TH AVENUE, FLOOR 7

(Street)
NEW YORK NY 10014

(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 shares 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 shares 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 RTW Innovation Master Fund, Ltd., RTW Master Fund, Ltd. and RTW Venture Fund Limited (collectively, the "RTW Funds").
3. The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by the RTW Funds, which are investment funds managed by RTW, and (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of RTW. Dr. Wong exercises voting and disposition control over the securities held by RTW and is therefore deemed to be a beneficial owner of securities owned or controlled by RTW. Each of RTW and Dr. Wong disclaim beneficial ownership of the reported securities held by the RTW Funds, except to the extent of its or his 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 shares 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 one-for-ten shares 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 the RTW Funds.
RTW Investments, LP by: /s/ Roderick Wong, Managing Partner 03/11/2021
/s/ Roderick Wong 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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