Statement of Changes in Beneficial Ownership (4)
May 04 2022 - 6:31PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
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venBio Global Strategic Fund II L.P. |
2. Issuer Name and Ticker or Trading Symbol
Checkmate Pharmaceuticals, Inc.
[
CMPI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1700 OWENS STREET, SUITE 595 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2022 |
(Street)
SAN FRANCISCO, CA 94158
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/2/2022 | | S | | 153700 | D | $10.3837 (1) | 2652133 | D (4) | |
Common Stock | 5/3/2022 | | S | | 79475 | D | $10.3735 (2) | 2572658 | D (4) | |
Common Stock | 5/4/2022 | | S | | 37500 | D | $10.3713 (3) | 2535158 | D (4) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.37 to $10.43, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.37 to $10.38, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.37 to $10.38, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
(4) | The shares are held by venBio Global Strategic Fund II, L.P. venBio Global Strategic GP II, L.P. is the sole general partner of venBio Global Strategic Fund II, L.P. and venBio Global Strategic GP II, Ltd. is the sole general partner of venBio Global Strategic GP II, L.P. Each of Corey Goodman and Robert Adelman is a director of venBio Global Strategic GP II, Ltd. Each of venBio Global Strategic GP II, L.P., venBio Global Strategic GP II, Ltd., Dr. Goodman and Dr. Adelman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
venBio Global Strategic Fund II L.P. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA 94158 |
| X |
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venBio Global Strategic GP II, L.P. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA 94158 |
| X |
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venBio Global Strategic GP II, Ltd. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA 94158 |
| X |
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GOODMAN COREY S 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA 94158 |
| X |
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Adelman Robert J 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA 94158 |
| X |
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Signatures
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venBio Global Strategic Fund II, L.P., by: venBio Global Strategic GP II, L.P., its general partner, by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact | | 5/4/2022 |
**Signature of Reporting Person | Date |
venBio Global Strategic GP II, L.P., by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact | | 5/4/2022 |
**Signature of Reporting Person | Date |
venBio Global Strategic GP II, Ltd., by: /s/ David Pezeshki, as attorney-in-fact | | 5/4/2022 |
**Signature of Reporting Person | Date |
Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact | | 5/4/2022 |
**Signature of Reporting Person | Date |
Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact | | 5/4/2022 |
**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 control number. |
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