SEC Form 4 filed by Takeda Pharmaceutical Co Ltd
$CALA
Biotechnology: Pharmaceutical Preparations
Health Care
| 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
Calithera Biosciences, Inc. [ CALA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2022 | ||||||||||||||||||||||||||
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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 | ||||||
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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 Convertible Preferred Stock | $40.08(1)(2) | 07/01/2022 | J(3) | 1,000,000 | 10/18/2021 | (4) | Common Stock | 857,844(1)(2) | $0 | 0 | I | See Explanation of Responses(3) | |||
| Series A Convertible Preferred Stock | $40.08(1)(2) | 07/01/2022 | J(3) | 1,000,000 | 10/18/2021 | (4) | Common Stock | 857,844(1)(2) | $0 | 1,000,000 | I | See Explanation of Responses(3) | |||
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 preferred stock (the "Preferred Stock") of Calithera Biosciences, Inc. ("Calithera") is convertible at the option of holder into 857,844 shares of common stock of Calithera at a conversion price per share of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Preferred Stock. All amounts reflect a one-for-twenty (1:20) reverse stock split effected by Calithera on June 14, 2022. |
| 2. If there is not a qualified financing event prior to April 18, 2023 (the "Outside Date"), the Preferred Stock will automatically convert into 857,844 shares of common stock of Calithera at a conversion price of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Preferred Stock. If there is a qualified financing event prior to the Outside Date, the Preferred Stock will automatically convert into 857,844 shares of common stock of Calithera at a conversion price of $40.08, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Preferred Stock. In no event will the conversion of the Preferred Stock result in the issuance of greater than 19.99% shares of the then outstanding common stock of Calithera and/or 6,644,014 shares of common stock of Calithera. |
| 3. On July 1, 2022, the reporting persons effected an internal reorganization (the "Restructuring") whereby Millennium Pharmaceuticals, Inc. ("Millennium"), a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("TPUSA"), distributed the Preferred Stock to TPUSA. Immediately thereafter and in connection with the Restructuring, the Preferred Stock was contributed by TPUSA to its wholly owned subsidiary, Takeda Ventures, Inc. ("TVI"). TPUSA is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited. As such, Takeda Pharmaceutical Company Limited is an indirect beneficial owner of the reported securities, and its ownership remains unchanged from the Restructuring. No additional consideration was paid as part of the distribution or contribution of the Preferred Stock. |
| 4. The Series A convertible preferred stock has no expiration date. |
| Remarks: |
| /s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited | 07/06/2022 | |
| /s/ Michael Martin, President, Takeda Ventures, Inc. | 07/06/2022 | |
| ** 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. | ||