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*
TAKEDA PHARMACEUTICAL CO LTD

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

(Street)
CHUO-KU, TOKYO M0 103-8668

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2021
3. Issuer Name and Ticker or Trading Symbol
Calithera Biosciences, Inc. [ CALA ]
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 Convertible Preferred Stock 10/18/2021 (1) Common Stock 1,000,000 2.04(2) I See Explanation of Responses(3)
1. Name and Address of Reporting Person*
TAKEDA PHARMACEUTICAL CO LTD

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

(Street)
CHUO-KU, TOKYO M0 103-8668

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MILLENNIUM PHARMACEUTICALS INC

(Last) (First) (Middle)
40 LANDSDOWNE STREET

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
Explanation of Responses:
1. The Series A preferred stock has no expiration date.
2. The Series A preferred stock is initially convertible into 17,156,863 shares of common stock of Calithera Biosciences, Inc. ("Calithera") at a conversion price per share of $2.04, subject to price-based anti-dilution adjustments which, if triggered, would result in additional shares of Calithera common stock being issued upon conversion of the Series A preferred stock.
3. These shares are owned directly by Millennium Pharmaceuticals, Inc.. which is a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited. As such, Takeda Pharmaceutical Company Limited is an indirect beneficial owner of the reported securities.
Remarks:
/s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited 04/21/2022
/s/ Paul Sundberg, Assistant Secretary, Millennium Pharmaceuticals, Inc. 04/21/2022
** 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).
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