Mark A. Goldsmith - Jul 15, 2021 Form 4 Insider Report for CONSTELLATION PHARMACEUTICALS INC (CNST)

Role: Director
Signature: /s/ Emma Reeve, as Attorney-in-Fact for Mark A. Goldsmith
Stock symbol: CNST
Transactions as of: Jul 15, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/19/2021, 05:34 PM
Previous filing: Jun 22, 2021
Next filing: Sep 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNST	Common Stock	Disposed to Issuer		-89.9K	-100%		0	Jul 15, 2021	Direct	F1

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CNST	Stock Option (Right to Buy)	Disposed to Issuer	-13.2K	-100%	Jul 15, 2021	Common Stock	13.2K	$33.57	Direct	F2
transaction	CNST	Stock Option (right to buy)	Disposed to Issuer	-6.83K	-100%	Jul 15, 2021	Common Stock	6.83K	$11.50	Direct	F2
transaction	CNST	Stock Option (right to buy)	Disposed to Issuer	-13.2K	-100%	Jul 15, 2021	Common Stock	13.2K	$9.12	Direct	F2
transaction	CNST	Stock Option (right to buy)	Disposed to Issuer	-12.4K	-100%	Jul 15, 2021	Common Stock	12.4K	$7.60	Direct	F2
transaction	CNST	Stock Option (right to buy)	Disposed to Issuer	-9.08K	-100%	Jul 15, 2021	Common Stock	9.08K	$5.51	Direct	F2
transaction	CNST	Stock Options (Right to buy)	Disposed to Issuer	-13.2K	-100%	Jul 15, 2021	Common Stock	13.2K	$37.52	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark A. Goldsmith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Agreement"), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration").
F2	This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the ''Agreement''), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration").

Content

This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the "Agreement"), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration").

This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the ''Agreement''), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration").

Remarks:

In connection with the consummation of the Merger, at the Effective Time, (a) immediately prior to the Effective Time, each outstanding Company stock option accelerated and became fully vested and exercisable; and (b) at the Effective Time, each unexercised outstanding Company stock option was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the excess, if any, of the Merger Consideration, over the per share exercise price, and (ii) the number of shares of Common Stock subject to such Company stock option. Any company stock options that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration.