TAKEDA PHARMACEUTICAL CO LTD - 18 Oct 2021 Form 3 Insider Report for Calithera Biosciences, Inc.

Role: 10%+ Owner
Signature: /s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited
Issuer symbol: CALA on OTC
Transactions as of: 18 Oct 2021
Net transactions value: $0
Form type: 3
Filing time: 21 Apr 2022, 06:03:17 UTC
Previous filing: 15 Oct 2021
Next filing: 21 Oct 2021
SEC: View on sec.gov

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							18 Oct 2021	Common Stock	1,000,000	$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.