FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/12/2019 |
3. Issuer Name and Ticker or Trading Symbol
SpringWorks Therapeutics, Inc. [ SWTX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 6,078,103 | (1) | I | See Footnote(3)(4) |
Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 1,053,204 | (2) | I | See Footnote(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series A Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 6.5810:1 basis. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series A Convertible Preferred Stock will convert into shares of Common Stock of the Issuer. The Series A Convertible Preferred Stock has no expiration date. |
2. Each share of Series B Convertible Preferred Stock is convertible into shares of the Issuer's Common Stock on a 6.5810:1 basis. Immediately prior to the closing of the Issuer's initial public offering, all shares of Series B Convertible Preferred Stock will convert into shares of Common Stock of the Issuer. The Series B Convertible Preferred Stock has no expiration date. |
3. Represents 40,000,000 shares of Series A Convertible Preferred Stock and 6,931,142 shares of Series B Convertible Preferred Stock held directly by BC SW, L.P. Bain Capital Life Sciences Investors, LLC ("BCI LS"), whose managers are Jeffrey Schwartz and Adam Koppel, is the general partner of BC SW, L.P. As a result, each of BCI LS, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by BC SW, L.P. BCI LS, Mr. Schwartz and Dr. Koppel each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
4. Jeffrey Schwartz is a director of the Issuer. |
Remarks: |
BAIN CAPITAL LIFE SCIENCES INVESTORS, LLC, By: /s/ Jeffrey Schwartz, Name: Jeffrey Schwartz, Title: Managing Director | 09/12/2019 | |
BC SW, L.P., By: Bain Capital Life Sciences Investors, LLC, its general partner, By: /s/ Jeffrey Schwartz, Name: Jeffrey Schwartz, Title: Managing Director | 09/12/2019 | |
/s/ Jeffrey Schwartz | 09/12/2019 | |
/s/ Adam Koppel | 09/12/2019 | |
** 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 5 (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 Number. |