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* COLUMN GROUP II, LP (Last) (First) (Middle) 1700 OWENS STREET SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/30/2019	3. Issuer Name and Ticker or Trading Symbol RAPT Therapeutics, Inc. [ RAPT ]
		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)
Common Stock	50,000(1)	D(2)

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 Preferred Stock	(3)	(3)	Common Stock	2,463,659(1)	(3)	D(4)
Series B Preferred Stock	(3)	(3)	Common Stock	1,166,666(1)	(3)	D(4)
Series C Preferred Stock	(3)	(3)	Common Stock	727,008(1)	(3)	D(4)
Series C Preferred Stock	(3)	(3)	Common Stock	1,454,016(1)	(3)	D(5)
Series C-2 Preferred Stock	(3)	(3)	Common Stock	145,401(1)	(3)	D(5)
Series C-2 Preferred Stock	(3)	(3)	Common Stock	145,401(1)	(3)	D(6)

1. Name and Address of Reporting Person* COLUMN GROUP II, LP (Last) (First) (Middle) 1700 OWENS STREET SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)

1. Name and Address of Reporting Person* Column Group II GP, LP (Last) (First) (Middle) 1700 OWENS STREET SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)

1. Name and Address of Reporting Person* PONOI CAPITAL, LP (Last) (First) (Middle) 1700 OWENS STREET SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ponoi Management, LLC (Last) (First) (Middle) 1700 OWENS STREET SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ponoi Capital II, LP (Last) (First) (Middle) 1700 OWENS STREET SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ponoi II Management, LLC (Last) (First) (Middle) 1700 OWENS STREET SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)

1. Name and Address of Reporting Person* Kutzkey Tim (Last) (First) (Middle) 1700 OWENS STREET SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)

1. Name and Address of Reporting Person* Svennilson Peter (Last) (First) (Middle) 1700 OWENS STREET SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)

1. Name and Address of Reporting Person* Column Group II Management, LP (Last) (First) (Middle) 1700 OWENS STREET, SUITE 500 (Street) SAN FRANCISCO CA 94158 (City) (State) (Zip)

Explanation of Responses:

1. The number of shares of common stock reflects a 1-for-6 reverse stock split which became effective July 19, 2019.

2. The securities are directly held by The Column Group II Management, LP ("TCGM II LP"). The managing partners of TCGM II LP are David Goeddel and Peter Svennilson. The managing partners of TCGM II LP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

3. Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-2 Preferred Stock is convertible into approximately 0.166 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-6 reverse stock split of the common stock effected by the Issuer on July 19, 2019). Shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-2 Preferred Stock have no expiration date and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock, for no additional consideration.

4. The securities are directly held by The Column Group II, LP ("TCG II LP"), and indirectly held by The Column Group II GP, LP ("TCG II GP"), the general partner of TCG II LP. The managing partners of TCG II GP are David Goeddel and Peter Svennilson. The managing partners of TCG II GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

5. The securities are directly held by Ponoi Capital, LP ("Ponoi LP"), and indirectly held by Ponoi Management, LLC ("Ponoi LLC"), the general partner of Ponoi LP. The managing partners of Ponoi LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

6. The securities are directly held by Ponoi Capital II, LP ("Ponoi II LP"), and indirectly held by Ponoi II Management, LLC ("Ponoi II LLC"), the general partner of Ponoi II LP. The managing partners of Ponoi II LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi II LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

Remarks:

Exhibit List Exhibit 24 Power of Attorney of The Column Group II Management, LP

	/s/ Jennifer J. Carlson, Attorney-in-Fact	10/30/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Power of Attorney

The undersigned, a managing partner of The Column Group II Management LP, hereby
constitutes and appoints each of Gary A. Jungels, Jennifer J. Carlson, Leslie
Schmidt and Christine McDevitt, for so long as they are affiliated with a law
firm representing The Column Group, LLC, the undersigned's true and lawful
attorney-in-fact, each with the power to act alone for the undersigned and in
the undersigned's name, place and stead, to:

1. Prepare, complete and execute an SEC Form ID required by Sections 13(a) and
23(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder, and any and all amendments
thereto, and any other documents necessary or appropriate in order to obtain
EDGAR access codes, and to file or cause to be filed the same with the
Securities and Exchange Commission as may be required or advisable;

2. Prepare, complete and execute Forms 3, 4 and 5 under the Exchange Act and
other forms and all amendments thereto on the undersigned's behalf as such
attorney-in-fact shall in his or her discretion determine to be required or
advisable pursuant to Section 16 or Section 13 of the Exchange Act and the rules
and regulations promulgated thereunder, or any successor laws and regulations,
as a consequence of the undersigned's beneficial ownership of securities or
changes in such beneficial ownership; and

3. Do all acts necessary in order to file such forms and amendments with the
Securities and Exchange Commission, any securities exchange or national
association and such other persons or agencies as the attorney-in-fact shall
deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with or liability under Section 16 or Section 13 of
the Exchange Act or any rules and regulations promulgated thereunder or any
successor laws and regulations.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5 or such other forms
and amendments thereto pursuant to Section 16 or Section 13 of the Exchange Act
with respect to the undersigned's beneficial ownership of securities or changes
in such beneficial ownership, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

The undersigned has executed this Power of Attorney as of July 28, 2019.

							/s/ Peter Svennilson
							    Managing Partner