Sec Form 13G Filing - COLUMN GROUP L P @ Nurix Therapeutics Inc.

Sec Form 13G Filing - COLUMN GROUP L P filing for Nurix Therapeutics Inc. (NRIX) - 2022-02-11

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1 )*

NURIX THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

67080M103

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 67080M103		13G


CUSIP No. 67080M103		13G


CUSIP No. 67080M103		13G


CUSIP No. 67080M103		13G


CUSIP No. 67080M103		13G

(1)

All such shares are held of record by Ponoi LP (as defined in Item 2(a) below). Ponoi LLC (as defined in Item 2(a) below) is the general partner of Ponoi LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey are the managing members of Ponoi LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 44,737,768 shares of Common Stock outstanding as of January 21, 2022, as reported by the Issuer in its Annual Report on Form 10-K for the year ended November 30, 2021, filed with the Securities and Exchange Commission on January 28, 2022 (the “Form 10-K”).


CUSIP No. 67080M103		13G

(1)

All such shares are held of record by Ponoi LP. Ponoi LLC is the general partner of Ponoi LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey are the managing members of Ponoi LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 44,737,768 shares of Common Stock outstanding as of January 21, 2022, as reported by the Issuer in the Form 10-K.


CUSIP No. 67080M103		13G

(1)

All such shares are held of record by Ponoi II LP (as defined in Item 2(a) below). Ponoi II LLC (as defined in Item 2(a) below) is the general partner of Ponoi II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey are the managing members of Ponoi II LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 44,737,768 shares of Common Stock outstanding as of January 21, 2022, as reported by the Issuer in the Form 10-K.


CUSIP No. 67080M103		13G

(1)

All such shares are held of record by Ponoi II LP. Ponoi II LLC is the general partner of Ponoi II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, David Goeddel and Tim Kutzkey are the managing members of Ponoi II LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 44,737,768 shares of Common Stock outstanding as of January 21, 2022, as reported by the Issuer in the Form 10-K.


CUSIP No. 67080M103		13G

(1)

Consists of (i) 327,122 shares held of record by Ponoi LP and (ii) 327,123 shares held of record by Ponoi II LP. Ponoi LLC is the general partner of Ponoi LP and may be deemed to have voting, investment and dispositive power with respect to the securities held by Ponoi LP. Ponoi II LLC is the general partner of Ponoi II LP and may be deemed to have voting, investment and dispositive power with respect to the securities held by Ponoi II LP. Peter Svennilson, David Goeddel and Tim Kutzkey are the managing members of each of Ponoi LLC and Ponoi II LLC and may each be deemed to share voting, investment and dispositive power with respect to the securities held by each of Ponoi LP and Ponoi II LLP.

(2)	Based on 44,737,768 shares of Common Stock outstanding as of January 21, 2022, as reported by the Issuer in the Form 10-K.


CUSIP No. 67080M103		13G

(1)

(2)	Based on 44,737,768 shares of Common Stock outstanding as of January 21, 2022, as reported by the Issuer in the Form 10-K.


CUSIP No. 67080M103		13G

(1)

(2)	Based on 44,737,768 shares of Common Stock outstanding as of January 21, 2022, as reported by the Issuer in the Form 10-K.


CUSIP No. 67080M103		13G

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13G initially filed with the Securities and Exchange Commission on February 16, 2021 (the “Original Schedule 13G”) and is being filed by The Column Group, LP (“TCG LP”), The Column Group GP, LP (“TCG GP LP”), The Column Group II, LP (“TCG II LP”), The Column Group II GP, LP (“TCG II GP LP”), Ponoi Capital, LP (“Ponoi LP”), Ponoi Management, LLC (“Ponoi LLC”), Ponoi Capital II, LP (“Ponoi II LP”) and Ponoi II Management, LLC (“Ponoi II LLC” and together with TCG LP, TCG GP LP, TCG II LP, TCG II GP LP, Ponoi LP, Ponoi LLC and Ponoi II LP, the “Reporting Entities”) and Peter Svennilson (“Svennilson”), David Goeddel (“Goeddel”) and Tim Kutzkey (“Kutzkey” and together with Svennilson and Goeddel, the “Managing Individuals”). The Reporting Entities and the Managing Individuals collectively are referred to as the “Reporting Persons”. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act was filed as Exhibit 1 to the Original Schedule 13G . Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.

Item 4. Ownership.

(a) Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person and the corresponding footnotes.*

(b) Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(i) Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii) Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii) Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv) Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

*	Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein, other than those securities reported herein as being held directly by such Reporting Person.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5% of the class of securities, check the following: ☒


CUSIP No. 67080M103		13G

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022


THE COLUMN GROUP, LP		THE COLUMN GROUP GP, LP

By:	The Column Group GP, LP

By:	/s/ James Evangelista, Attorney in Fact	By:	/s/ James Evangelista, Attorney in Fact
Name:	James Evangelista	Name:	James Evangelista
Title:	Attorney in Fact	Title:	Attorney in Fact

PONOI CAPITAL, LP		PONOI MANAGEMENT, LLC

By:	Ponoi Management, LLC

By:	/s/ James Evangelista, Attorney in Fact	By:	/s/ James Evangelista, Attorney in Fact
Name:	James Evangelista	Name:	James Evangelista
Title:	Attorney in Fact	Title:	Attorney in Fact

PONOI CAPITAL II, LP		PONOI II MANAGEMENT, LLC

By:	Ponoi II Management, LLC

By:	/s/ James Evangelista, Attorney in Fact	By:	/s/ James Evangelista, Attorney in Fact
Name:	James Evangelista	Name:	James Evangelista
Title:	Attorney in Fact	Title:	Attorney in Fact

THE COLUMN GROUP II, LP		THE COLUMN GROUP II GP, LP

By:	The Column Group II GP, LP

By:	/s/ James Evangelista, Attorney in Fact	By:	/s/ James Evangelista, Attorney in Fact
Name:	James Evangelista	Name:	James Evangelista
Title:	Attorney in Fact	Title:	Attorney in Fact


By:		/s/ James Evangelista, Attorney in Fact for Peter Svennilson

By:		/s/ James Evangelista, Attorney in Fact for David Goeddel

By:		/s/ James Evangelista, Attorney in Fact for Tim Kutzkey

NAMES OF REPORTING PERSONS

The Column Group, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware