SEC FORM 4 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*
Schwartz Jeffrey Lawrence

(Last) (First) (Middle)
C/O BAIN CAPITAL LIFE SCIENCES INVESTORS
LLC, 200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SpringWorks Therapeutics, Inc. [ SWTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2019
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
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
Stock Option (Right to Buy) $18 09/12/2019 A 29,983 (1) 09/12/2029 Common Stock 29,983 $0.00 29,983 D
Series A Convertible Preferred Stock (2) 03/29/2019 A 40,000,000 (2) (2) Common Stock 6,078,103 (2) 6,078,103 I See footnote(4)
Series B Convertible Preferred Stock (3) 03/29/2019 A 6,931,142 (3) (3) Common Stock 1,053,204 (3) 1,053,204 I See footnote(4)
Explanation of Responses:
1. This option shall vest in equal monthly installments over the period of thirty six (36) months following September 12, 2019, subject to continued service to the Issuer on each vesting date.
2. On March 29, 2019, pursuant to a corporate reorganization, all of the equity interests in SpringWorks Therapeutics, LLC were exchanged for the same number and class of newly issued securities of SpringWorks Therapeutics, Inc. Pursuant to the reorganization, BC SW, L.P. received 40,000,000 shares of Series A Convertible Preferred Stock of the Issuer. Each share of Series A Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 6.5810:1 basis. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A Convertible Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Convertible Preferred Stock has no expiration date.
3. On March 29, 2019, BC SW, L.P. acquired 6,931,142 shares of Series B Convertible Preferred Stock of the Issuer for $1.4428 per share. Each share of Series B Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 6.5810:1 basis. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series B Convertible Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Convertible Preferred Stock has no expiration date.
4. Bain Capital Life Sciences Investors, LLC, whose managers are Jeffrey Schwartz and Adam Koppel, is the general partner of BC SW, L.P. As a result, Mr. Schwartz may be deemed to share voting and dispositive power with respect to the securities held by BC SW, L.P. Mr. Schwartz disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Remarks:
/s/ Jeffery Schwartz 09/16/2019
** 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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