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*
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. Issuer Name and Ticker or Trading Symbol
Prometheus Biosciences, Inc. [ RXDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
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)
Form filed by One Reporting Person
X 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 763,327 A (1) 763,327 I See Footnote(2)
Common Stock 03/16/2021 C 1,084,697 A (3) 1,848,024 I See Footnote(2)
Common Stock 03/16/2021 P 800,000 A $19 2,648,024 I See Footnote(4)
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 D-1 Preferred Stock (1) 03/16/2021 C 7,633,277 (1) (1) Common Stock 763,327(5) (1) 0 I See Footnote(2)
Series D-2 Preferred Stock (3) 03/16/2021 C 10,846,968 (3) (3) Common Stock 1,084,697(6) (3) 0 I See Footnote(2)
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. 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.
2. The securities reported herein may be deemed to be beneficially owned by each: (i) Differentiated Ventures Investments, LLC (DVI), which is deemed the beneficial owner of shares held by Point72 Biotech Private Investments, LLC (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.
3. 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.
4. Point72 Associates, LLC (the Fund) is the direct owner of 800,000 shares of Common Stock. SC may be deemed to have an indirect pecuniary interest in such shares of Common Stock as an indirect holder of interests in the Fund.
5. Consist of shares of Series D-1 Preferred Stock held directly by Point72 Biotech.
6. 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 03/17/2021
Differentiated Ventures Investments, LLC by: /s/ Vincent Tortorella, Authorized Signatory 03/17/2021
72 Investment Holdings, LLC by: /s/ Vincent Tortorella 03/17/2021
/s/ Steven A Cohen 03/17/2021
** 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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