SEC FORM 3 SEC Form 3
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*
PFIZER INC

(Last) (First) (Middle)
235 E 42ND ST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2019
3. Issuer Name and Ticker or Trading Symbol
Cortexyme, Inc. [ CRTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
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)
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 Redeemable Convertible Preferred Stock (1) (1) Common Stock 2,360,071 (1) D(3)
Series B Redeemable Convertible Preferred Stock (2) (2) Common Stock 215,697 (2) D(3)
Series B Redeemable Convertible Preferred Stock (2) (2) Common Stock 624,205 (2) D(3)
1. Name and Address of Reporting Person*
PFIZER INC

(Last) (First) (Middle)
235 E 42ND ST

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pfizer Ventures (US) LLC

(Last) (First) (Middle)
235 EAST 42ND STREET

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pfizer Strategic Investment Holdings LLC

(Last) (First) (Middle)
235 EAST 42ND STREET

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Redeemable Convertible Preferred Common Stock ("Series A Preferred Stock") consists of 2,360,071 shares of Series A Preferred Stock held of record by Pfizer Ventures (US) LLC ("PVUS"), a controlled affiliate of Pfizer Inc. ("Pfizer"). The Series A Preferred Stock is convertible into common stock ("Common Stock") of Cortexyme, Inc. (the "Issuer") on a one-for-one basis into the number of shares of Common Stock as shown in column 3 at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.
2. The Series B Redeemable Convertible Preferred Stock ("Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock") consists of (a) 215,697 shares of Series B Preferred Stock held of record by Pfizer Strategic Investment Holdings LLC ("PSIH"), a controlled affiliate of Pfizer, and (b) 624,205 shares of Series B Preferred Stock held of record by Pfizer. The Series B Preferred Stock is convertible into Common Stock on a one-for-one basis into the number of shares of Common Stock as shown in column 3 at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.
3. Each Reporting Person disclaims ownership of securities held by each other Reporting Person, except to the extent of its respective pecuniary interest therein.
Pfizer Inc. By/s/Susan Grant, Asst. Secretary 05/08/2019
Pfizer Strategic Investment Holdings LLC By /s/ Susan Grant, Asst. Secretary 05/08/2019
Pfizer Ventures (US) LLC by /s/ Susan Grant, Secretary 05/08/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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