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*
Kleiner Perkins Caufield & Byers XV, LLC

(Last) (First) (Middle)
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT ]
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)
11/04/2019
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 11/04/2019 C 2,871,492 A (1) 2,871,492 I By KPCB Holdings, Inc., as(2)
Common Stock 11/04/2019 C 166,666 A (1) 3,038,158 I By KPCB Holdings, Inc., as(2)
Common Stock 11/04/2019 C 363,504 A (1) 3,401,662 I By KPCB Holdings, Inc., as(2)
Common Stock 11/04/2019 C 145,401 A (1) 3,547,063 I By KPCB Holdings, Inc., as(2)
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 Preferred Stock (1) 11/04/2019 C 17,228,956 (1) (1) Common Stock 2,871,492 $0.00 0 I By KPCB Holdings, Inc., as(2)
Series B Preferred Stock (1) 11/04/2019 C 1,000,000 (1) (1) Common Stock 166,666 $0.00 0 I By KPCB Holdings, Inc., as(2)
Series C Preferred Stock (1) 11/04/2019 C 2,181,025 (1) (1) Common Stock 363,504 $0.00 0 I By KPCB Holdings, Inc., as(2)
Series C-2 Preferred Stock (1) 11/04/2019 C 872,410 (1) (1) Common Stock 145,401 $0.00 0 I By KPCB Holdings, Inc., as(2)
1. Name and Address of Reporting Person*
Kleiner Perkins Caufield & Byers XV, LLC

(Last) (First) (Middle)
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KPCB XV Associates, LLC

(Last) (First) (Middle)
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KPCB XV Founders Fund, LLC

(Last) (First) (Middle)
C/O KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. At the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series C-2 Preferred Stock of the Issuer (collectively, the "Preferred Stock") automatically converted into approximately 0.166 shares of the Issuer's common stock (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) for no additional consideration. Shares of Preferred Stock have no expiration date.
2. The shares held for convenience in the name of KPCB Holdings, Inc., as nominee for the accounts of the following entities as follows: 3,444,199 shares held for the account of Kleiner Perkins Caufield & Byers XV, LLC ("KPCB XV") and 102,864 shares held for the account of KPCB XV Founders Fund, LLC ("KPCB XV FF"). The managing member of KPCB XV and KPCB XV FF is KPCB XV Associates, LLC ("KPCB XV Associates"). Beth Seidenberg, L. John Doerr, Randy Komisar, Theodore E. Schlein, Wen Hsieh and William "Bing" Gordon, the managing members of KPCB XV Associates, exercise shared voting and dispositive control over the shares held by KPCB Holdings, Inc. as nominee for the accounts of KPCB XV and KPCB XV FF.
Remarks:
/s/ Susan Biglieri, Chief Financial Officer 11/04/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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