Statement of Changes in Beneficial Ownership (4)

Date : 11/15/2019 @ 7:52PM
Source : Edgar (US Regulatory)
Stock : RAPT Therapeutics Inc (RAPT)
Quote : 25.13  0.53 (2.15%) @ 1:00AM
RAPT Therapeutics share price Chart

Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
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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
                      

1. Name and Address of Reporting Person *

Topspin Fund L.P.
2. Issuer Name and Ticker or Trading Symbol

RAPT Therapeutics, Inc. [ RAPT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

THREE EXPRESSWAY PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

11/4/2019
(Street)

ROSLYN HEIGHTS, NY 11577
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/4/2019  P  415000 A$12.00 2575371 (1)(3)(4)I See Footnote (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series B Preferred Stock  (2)11/4/2019  C     1641666  11/4/2019  (2)Common Stock 1641666  (2)0 I See footnotes 2, 3 and 4 
Series C Preferred Stock  (2)11/4/2019  C     363504  11/4/2019  (2)Common Stock 363504  (2)0 D  
Series C-2 Preferred Stock  (2)11/4/2019  C     155201  11/4/2019  (2)Common Stock 155201  (2)0 D  

Explanation of Responses:
(1) Consists of (1) 1,641,666 shares held of record by Topspin Biotech Fund II, LP; and (ii) 933,705 shares held of record by Topspin Fund, LP. Each of Topspin Biotech Fund II, LP and Topspin Fund, LP disclaims beneficial ownership of the shares held of record by the other.
(2) Each share of Series B, C and C-2 Preferred Stock shown in Column 5 converted into one share of Common Stock automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. Giving effect to such conversion, the ownership by the reporting persons of the shares of the Issuer's common stock is as set forth in Note 1 above.
(3) 1,641,666 of such shares are held directly by Topspin Biotech Fund II, L.P. LG Management, LLC, the general partner of Topspin Biotech Fund II, L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.
(4) 933,705 of such shares are held directly by Topspin Fund L.P. LG Management, LLC, the general partner of Topspin Fund L.P., may be deemed to have voting and dispositive power with respect to the shares. Leo A. Guthart, the managing member of LG Management, LLC, may also be deemed to have voting and dispositive power with respect to the shares. Each of LG Management, LLC and Leo A. Guthart disclaims beneficial ownership of the shares, except to the extent of their respective indirect pecuniary interests in such shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Topspin Fund L.P.
THREE EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NY 11577

X

Topspin Biotech Fund II, L.P.
3 EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NY 11577

X

LG Management, LLC
3 EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NY 11577

X

GUTHART LEO
3 EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NY 11577

X


Signatures
TOPSPIN FUND L.P., /s/ Leo A. Guthart, Managing Member of the General Partner11/15/2019
**Signature of Reporting PersonDate

TOPSPIN BIOTECH FUND II, L.P., /s/ Leo A. Guthart, Managing Member of the General Partner11/15/2019
**Signature of Reporting PersonDate

LG MANAGEMENT, LLC, /s/ Leo A. Guthart, Managing Member11/15/2019
**Signature of Reporting PersonDate

/s/ Leo A. Guthart11/15/2019
**Signature of Reporting PersonDate

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