SEC FORM 4

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^*

TAKEDA PHARMACEUTICAL CO LTD

(Last)

(First)

(Middle)

1-1, NIHONBASHI-HONCHO 2-CHOME

(Street)

CHUO-KU, TOKYO

103-8668

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Calithera Biosciences, Inc. [ CALA ]

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)
07/01/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$40.08⁽¹⁾⁽²⁾	07/01/2022		J⁽³⁾			1,000,000	10/18/2021	⁽⁴⁾	Common Stock	857,844⁽¹⁾⁽²⁾	$0	0	I	See Explanation of Responses⁽³⁾
Series A Convertible Preferred Stock	$40.08⁽¹⁾⁽²⁾	07/01/2022		J⁽³⁾		1,000,000		10/18/2021	⁽⁴⁾	Common Stock	857,844⁽¹⁾⁽²⁾	$0	1,000,000	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

103-8668

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Takeda Ventures, Inc.

(Last)

(First)

(Middle)

9625 TOWNE CENTRE DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A preferred stock (the "Preferred Stock") of Calithera Biosciences, Inc. ("Calithera") is convertible at the option of holder into 857,844 shares of common stock of Calithera at a conversion price per share of $40.08, 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 Preferred Stock. All amounts reflect a one-for-twenty (1:20) reverse stock split effected by Calithera on June 14, 2022.

2. If there is not a qualified financing event prior to April 18, 2023 (the "Outside Date"), the Preferred Stock will automatically convert into 857,844 shares of common stock of Calithera at a conversion price of $40.08, 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 Preferred Stock. If there is a qualified financing event prior to the Outside Date, the Preferred Stock will automatically convert into 857,844 shares of common stock of Calithera at a conversion price of $40.08, 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 Preferred Stock. In no event will the conversion of the Preferred Stock result in the issuance of greater than 19.99% shares of the then outstanding common stock of Calithera and/or 6,644,014 shares of common stock of Calithera.

3. On July 1, 2022, the reporting persons effected an internal reorganization (the "Restructuring") whereby Millennium Pharmaceuticals, Inc. ("Millennium"), a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("TPUSA"), distributed the Preferred Stock to TPUSA. Immediately thereafter and in connection with the Restructuring, the Preferred Stock was contributed by TPUSA to its wholly owned subsidiary, Takeda Ventures, Inc. ("TVI"). TPUSA is a direct subsidiary of 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, and its ownership remains unchanged from the Restructuring. No additional consideration was paid as part of the distribution or contribution of the Preferred Stock.

4. The Series A convertible preferred stock has no expiration date.

Remarks:

	/s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited	07/06/2022
	/s/ Michael Martin, President, Takeda Ventures, Inc.	07/06/2022
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Takeda Pharmaceutical Co Ltd