Statement of Changes in Beneficial Ownership (4)
March 27 2017 - 7:29PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
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
*
THIRD ROCK VENTURES LP
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2. Issuer Name
and
Ticker or Trading Symbol
CytomX Therapeutics, Inc.
[
CTMX
]
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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)
29 NEWBURY STREET, 3RD FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/23/2017
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(Street)
BOSTON, MA 02116
(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
_
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
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3/23/2017
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S
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1000000
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D
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$17.0002
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5820348
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D
(1)
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Common Stock
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3/27/2017
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S
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650000
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D
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$18.0003
(2)
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5170348
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D
(1)
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Common Stock
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59776
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D
(3)
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Common Stock
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59776
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D
(4)
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Common Stock
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59777
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D
(5)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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These shares are directly held by Third Rock Ventures, L.P. ("TRV"). The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC"). The individual managers of TRV GP LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper"). Each of TRV GP, TRV GP LLC, Levin, Starr and Tepper disclaims beneficial ownership of the shares except to the extent of its or his pecuniary interest therein, if any, and this report shall not be deemed an admission that it or he is the beneficial owner of such shares.
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(
2)
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This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.45, inclusive. Each of the reporting persons undertakes 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 ranges set forth in this footnote (2).
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(
3)
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These shares are directly held by Starr.
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(
4)
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These shares are directly held by Levin.
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(
5)
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These shares are directly held by Tepper.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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THIRD ROCK VENTURES LP
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
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X
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Third Rock Ventures GP, L.P.
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
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X
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TRV GP, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
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X
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LEVIN MARK J
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
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X
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STARR KEVIN P
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
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X
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TEPPER ROBERT I
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA 02116
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X
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Signatures
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/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC, general partner of Third Rock Ventures GP, L.P., general partner of Third Rock Ventures, L.P.
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3/27/2017
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**
Signature of Reporting Person
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Date
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/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC, general partner of Third Rock Ventures GP, L.P.
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3/27/2017
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**
Signature of Reporting Person
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Date
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/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC
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3/27/2017
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**
Signature of Reporting Person
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Date
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/s/ Kevin Gillis by power of attorney for Mark Levin
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3/27/2017
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**
Signature of Reporting Person
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Date
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/s/ Kevin Gillis by power of attorney for Kevin Starr
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3/27/2017
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**
Signature of Reporting Person
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Date
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/s/ Kevin Gillis by power of attorney for Robert I. Tepper
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3/27/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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