Takeda Pharmaceutical Co Ltd - Oct 18, 2021 Form 3 Insider Report for Calithera Biosciences, Inc. (CALA)

Role
10%+ Owner
Signature
/s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited
Stock symbol
CALA
Transactions as of
Oct 18, 2021
Transactions value $
$0
Form type
3
Date filed
4/21/2022, 06:03 AM
Previous filing
Oct 15, 2021
Next filing
Oct 21, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CALA Series A Convertible Preferred Stock Oct 18, 2021 Common Stock 1M $2.04 See Explanation of Responses F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series A preferred stock has no expiration date.
F2 The Series A preferred stock is initially convertible into 17,156,863 shares of common stock of Calithera Biosciences, Inc. ("Calithera") at a conversion price per share of $2.04, 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 Series A preferred stock.
F3 These shares are owned directly by Millennium Pharmaceuticals, Inc.. which is a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both 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.