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 L P (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) 07/23/2020	3. Issuer Name and Ticker or Trading Symbol Nurix Therapeutics, Inc. [ NRIX ]
		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	83,333(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-1 Preferred Stock	(1)	(1)	Common Stock(1)	600,000(1)	0.00	D(2)
Series A-2 Preferred Stock	(1)	(1)	Common Stock(1)	875,000(1)	0.00	D(2)
Series B Preferred Stock	(1)	(1)	Common Stock(1)	1,836,000(1)	0.00	D(2)
Series B Preferred Stock	(1)	(1)	Common Stock(1)	1,989,000(1)	0.00	D(3)
Series D Preferred Stock	(1)	(1)	Common Stock(1)	686,274(1)	0.00	D(4)
Series D Preferred Stock	(1)	(1)	Common Stock(1)	686,274(1)	0.00	D(5)
Director Stock Option (Right to Buy)	(6)	05/27/2030	Common Stock	18,333	9.57	I	See Footnote(7)

1. Name and Address of Reporting Person* COLUMN GROUP L P (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)

Explanation of Responses:

1. The number of shares reflects a 1-for-3 reverse stock split of the Issuer's common stock and preferred stock which became effective July 17, 2020. Each share of the Issuer's Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock and Series D Preferred Stock will automatically convert into 1 share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering for no additional consideration and has no expiration date.

2. The securities are directly held by The Column Group, LP ("TCG LP"), and indirectly held by The Column Group GP, LP ("TCG GP"), the general partner of TCG LP. The managing partners of TCG GP are David Goeddel and Peter Svennilson. The managing partners of TCG 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.

3. 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.

4. 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.

5. 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.

6. The stock option vests as to 1/48 of the total shares monthly beginning May 28, 2020 until the option is fully vested on April 28, 2024, subject to Leon Chen's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares subject to the Issuer's right or repurchase.

7. The stock option is held directly by Leon Chen, a director of the Issuer who is a partner of The Column Group which invests through TCG II LP, Ponoi LP and Ponoi II LP (collectively, the "Funds") among other entities. Under the partnership agreements of the Funds, Mr. Chen is deemed to hold the stock option for the economic benefit of the Funds. The reporting persons may be deemed indirect beneficial owners of the stock option. The reporting persons disclaim beneficial ownership of the stock option except to the extent of their pecuniary interest therein.

Remarks:

Due to SEC restrictions on the number of reporting owners, this is Form 2 of 2.

	/s/ Jennifer J. Carlson, Attorney-in-Fact	07/23/2020
	** 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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