CNST Constellation Pharmaceuticals Inc

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                                                                                   
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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 * Reeve Emma	2. Issuer Name and Ticker or Trading Symbol CONSTELLATION PHARMACEUTICALS INC [ CNST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) C/O CONSTELLATION PHARMACEUTICALS, INC., 215 FIRST STREET, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 7/15/2021
(Street) CAMBRIDGE, MA 02142 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: 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
Stock Option (Right to Buy)	$36.06	7/15/2021		D			60000.00	(1)	(1)	Common Stock	60000.00	(1)	0.00	D
Stock Option (right to buy)	$11.50	7/15/2021		D			37527.00	(1)	(1)	Common Stock	37527.00	(1)	0.00	D
Stock Option (right to buy)	$8.76	7/15/2021		D			73428.00	(1)	(1)	Common Stock	73428.00	(1)	0.00	D
Stock Option (right to buy)	$8.04	7/15/2021		D			11777.00	(1)	(1)	Common Stock	11777.00	(1)	0.00	D
Stock Option (right to buy)	$7.60	7/15/2021		D			17666.00	(1)	(1)	Common Stock	17666.00	(1)	0.00	D
Stock Option (right to buy)	$6.61	7/15/2021		D			80971.00	(1)	(1)	Common Stock	80971.00	(1)	0.00	D
Stock Options (Right to buy)	$35.50	7/15/2021		D			66950.00	(1)	(1)	Common Stock	66950.00	(1)	0.00	D

Explanation of Responses:

(1)

This Form 4 reports securities disposed of under the terms of the Agreement and Plan of Merger (the ''Agreement''), dated as of June 2, 2021, among Constellation Pharmaceuticals, Inc. (the "Company"), MorphoSys AG ("Parent") and MorphoSys Development Inc. ("Purchaser"), an indirect wholly owned subsidiary of Parent. Pursuant to the Agreement, on July 15, 2021 (the "Effective Time"), Purchaser merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent (the "Merger"). In connection with the consummation of the Merger, at the Effective Time, each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Agreement) was converted into the right to receive $34.00 in cash, without interest and subject to any required withholding of taxes (the "Merger Consideration").

Remarks: In connection with the consummation of the Merger, at the Effective Time, (a) immediately prior to the Effective Time, each outstanding Company stock option accelerated and became fully vested and exercisable; and (b) at the Effective Time, each unexercised outstanding Company stock option was cancelled in exchange for the right to receive a cash payment equal to the product of (i) the excess, if any, of the Merger Consideration, over the per share exercise price, and (ii) the number of shares of Common Stock subject to such Company stock option. Any company stock options that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Reeve Emma C/O CONSTELLATION PHARMACEUTICALS, INC. 215 FIRST STREET, SUITE 200 CAMBRIDGE, MA 02142			Chief Financial Officer

Signatures
/s/ Emma Reeve		7/19/2021
**Signature of Reporting Person		Date