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
SpringWorks Therapeutics, Inc. [ SWTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 |
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 | ||||||||
Stock Option (Right to Buy) | $18 | 09/12/2019 | A | 29,983 | (1) | 09/12/2029 | Common Stock | 29,983 | $0 | 29,983 | D | ||||
Junior Series A Convertible Preferred Stock | (2) | 03/29/2019 | A | 6,437,500 | (2) | (2) | Common Stock | 978,194 | (2) | 978,194 | I | By Pfizer Inc.(3) | |||
Series A Convertible Preferred Stock | (4) | 03/29/2019 | A | 20,000,000 | (4) | (4) | Common Stock | 3,039,051 | (4) | 3,039,051 | I | By Pfizer Inc.(3) | |||
Series B Convertible Preferred Stock | (5) | 03/29/2019 | A | 3,465,571 | (5) | (5) | Common Stock | 526,602 | (5) | 526,602 | I | By Pfizer Ventures (US) LLC(6) |
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, Pfizer Inc. ("Pfizer") received 6,437,500 shares of Junior Series A Convertible Preferred Stock of the Issuer. Each share of Junior 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 Junior Series A Convertible Preferred Stock will convert into shares of Common Stock of the Issuer. The Junior Series A Convertible Preferred Stock has no expiration date. |
3. Shares held by Pfizer. The reporting person is employed by Pfizer. The reporting person has no voting or dispositive power over the shares held by Pfizer or Pfizer Ventures (US) Holdings ("Pfizer Ventures"), a wholly owned subsidiary of Pfizer, and disclaims beneficial ownership of all such shares. |
4. 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, Pfizer received 20,000,000 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. |
5. On March 29, 2019, Pfizer Ventures acquired 3,465,571 shares of Series B Convertible Preferred Stock of the Issuer. 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. |
6. Shares held by Pfizer Ventures. The reporting person is employed by Pfizer. The reporting person has no voting or dispositive power over the shares held by Pfizer or Pfizer Ventures and disclaims beneficial ownership of all such shares. |
/s/ Michael V. Greco as Attorney-in-Fact | 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). | ||
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. |