SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Takeda Ventures, Inc.

(Last) (First) (Middle)
435 TASSO STREET, SUITE 300

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cortexyme, Inc. [ CRTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/13/2019 C 2,679,802(1) A (2) 2,679,802 D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Series A Redeemable Convertible Preferred Stock (2) 05/13/2019 C 2,360,071 (2) (2) Common Stock 2,360,071 $0.00 0 D(3)
Series B Redeemable Convertible Preferred Stock (2) 05/13/2019 C 319,731 (2) (2) Common Stock 319,731 $0.00 0 D(3)
1. Name and Address of Reporting Person*
Takeda Ventures, Inc.

(Last) (First) (Middle)
435 TASSO STREET, SUITE 300

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TAKEDA PHARMACEUTICAL CO LTD

(Last) (First) (Middle)
1-1, NIHONBASHI-HONCHO 2-CHOME
CHUO-KU

(Street)
TOKYO M0 103-8668

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Takeda Pharmaceuticals International AG

(Last) (First) (Middle)
THURGAUERSTRASSE 130
8152 GLATTPARK-OPFIKON

(Street)
ZURICH 2M

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Takeda Pharmaceuticals U.S.A., Inc.

(Last) (First) (Middle)
ONE TAKEDA PARKWAY

(Street)
DEERFIELD IL 60015

(City) (State) (Zip)
Explanation of Responses:
1. The total represents shares received upon conversion of shares of Series A Redeemable Convertible Preferred Stock and shares of Series B Redeemable Convertible Preferred Stock.
2. Each share of Series A Redeemable Convertible Preferred Stock and each share of Series B Redeemable Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock, respectively, for no additional consideration at the completion of the Issuer's initial public offering. The Redeemable Convertible Preferred Stock had no expiration date.
3. These shares are owned directly by Takeda Ventures, Inc. Takeda Ventures, Inc. is a wholly-owned direct subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("Takeda USA"). Takeda Pharmaceuticals International AG owns 41.91% of Takeda USA, and Takeda Pharmaceutical Company Limited owns 58.09% of Takeda USA. Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited.
Remarks:
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Ventures, Inc. 05/13/2019
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Pharmaceutical Company Limited 05/13/2019
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Pharmaceuticals International AG 05/13/2019
/s/ Christopher Lowe, as Attorney-in-Fact for Takeda Pharmaceuticals U.S.A., Inc. 05/13/2019
** 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 4 (b)(v).
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