SEC Form 4
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*
CEDARS SINAI MEDICAL CENTER

(Last) (First) (Middle)
8700 BEVERLY BLVD.

(Street)
LOS ANGELES CA 90048

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Prometheus Biosciences, Inc. [ RXDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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. 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 03/16/2021 C 100,000 A (1) 692,500 D
Common Stock 03/16/2021 C 1,200,000 A (2) 1,892,500 D
Common Stock 03/16/2021 C 2,500,000 A (3) 4,392,500 D
Common Stock 03/16/2021 C 254,442 A (4) 4,646,942 D
Common Stock 03/16/2021 C 361,566 A (5) 5,008,508 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Preferred Stock (1) 03/16/2021 C 1,000,000 (1) (1) Common Stock 100,000 (1) 0 D
Series B Preferred Stock (2) 03/16/2021 C 12,000,000 (2) (2) Common Stock 1,200,000 (2) 0 D
Series C Preferred Stock (3) 03/16/2021 C 25,000,000 (3) (3) Common Stock 2,500,000 (3) 0 D
Series D-1 Preferred Stock (4) 03/16/2021 C 2,544,425 (4) (4) Common Stock 254,442 (4) 0 D
Series D-2 Preferred Stock (5) 03/16/2021 C 3,615,656 (5) (5) Common Stock 361,566 (5) 0 D
Explanation of Responses:
1. The shares of the Issuer's Series A Preferred Stock automatically converted into shares of the Issuer's common Stock, for no additional consideration, at a ratio of ten-for-one share, immediately prior to the consummation of the Issuer's initial public offering.
2. The shares of the Issuer's Series B Preferred Stock automatically converted into shares of the Issuer's common Stock, for no additional consideration, at a ratio of ten-for-one share, immediately prior to the consummation of the Issuer's initial public offering.
3. The shares of the Issuer's Series C Preferred Stock automatically converted into shares of the Issuer's common Stock, for no additional consideration, at a ratio of ten-for-one share, immediately prior to the consummation of the Issuer's initial public offering.
4. The shares of the Issuer's Series D-1 Preferred Stock automatically converted into shares of the Issuer's common Stock, for no additional consideration, at a ratio of ten-for-one share, immediately prior to the consummation of the Issuer's initial public offering.
5. The shares of the Issuer's Series D-2 Preferred Stock automatically converted into shares of the Issuer's common Stock, for no additional consideration, at a ratio of ten-for-one share, immediately prior to the consummation of the Issuer's initial public offering.
Remarks:
/s/ James Laur, Vice President, Intellectual Property 03/16/2021
** 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 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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