SEC Filing | Nurix Therapeutics, Inc.

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

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SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

NURIX THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

67080M103

(CUSIP Number)

December 31, 2020

(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

(1)

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

(2)	Based on 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q for the quarter ended August 31, 2020, filed with the Securities and Exchange Commission on October 14, 2020 (the “Form 10-Q”).


CUSIP No. 67080M103		13G

(1)

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

(2)	Based on 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


CUSIP No. 67080M103		13G

(1)

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

(2)	Based on 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


CUSIP No. 67080M103		13G

(1)

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

(2)	Based on 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


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 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


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 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


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 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


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 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


CUSIP No. 67080M103		13G

(1)

Consists of (i) 3,394,333 shares held of record by TCG LP, (ii) 1,989,000 shares held of record by TCG II LP, (iii) 686,274 shares held of record by Ponoi LP and (iv) 686,274 shares held of record by Ponoi II LP. TCG GP LP is the general partner of TCG LP and may be deemed to have voting, investment and dispositive power with respect to the securities held by TCG LP. TCG II GP LP is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to the securities held by TCG 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 and David Goeddel are the managing partners of each of TCG GP LP and TCG II GP LP and may each be deemed to share voting, investment and dispositive power with respect to the securities held by each of TCG LP and TCG 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 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


CUSIP No. 67080M103		13G

(1)

(2)	Based on 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


CUSIP No. 67080M103		13G

(1)

Consists of (i) 686,274 shares held of record by Ponoi LP and (ii) 686,274 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 LP.

(2)	Based on 38,855,439 shares of Common Stock outstanding as of October 7, 2020, as reported by the Issuer in its Form 10-Q.


CUSIP No. 67080M103		13G

Item 1(a).

Name of Issuer:

Nurix Therapeutics, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1700 Owens Street, Suite 205

San Francisco, CA 94158

Item 2(a).

Name of Person Filing:

This joint statement on Schedule 13G 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”. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2(b)

Address of Principal Business Office, or if None, Residence:

The address of the principal business office of each Reporting Person is c/o The Column Group, 1 Letterman Drive, Building D, Suite M-900, San Francisco, CA 94129.

Item 2(c).

Citizenship:

Each of Ponoi LLC and Ponoi II LLC is a limited liability company organized under the laws of the State of Delaware. Each of TCG LP, TCG GP LP, TCG II LP, TCG II GP LP, Ponoi LP and Ponoi II LP is a limited partnership organized under the laws of the State of Delaware. Each of Goeddel and Kutzkey is a citizen of the United States of America and Svennilson is a citizen of Sweden.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.001 par value per share (“Common Stock”).

Item 2(e).

CUSIP Number:

67080M103

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

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.*

(c)

Number of shares as to which the person has:

(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, her or its pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreements of each of TCG LP, TCG GP LP, TCG II LP, TCG II GP LP, Ponoi LP and Ponoi II LP and the limited liability company agreements of each of Ponoi LLC and Ponoi II LLC, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of the Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.


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 12, 2021


THE COLUMN GROUP, LP		THE COLUMN GROUP GP, LP

By:	The Column Group GP, LP

By:	/s/ Peter Svennilson	By:	/s/ Peter Svennilson
Name:	Peter Svennilson	Name:	Peter Svennilson
Title:	Managing Partner	Title:	Managing Partner

PONOI CAPITAL, LP		PONOI MANAGEMENT, LLC

By:	Ponoi Management, LLC

By:	/s/ Peter Svennilson	By:	/s/ Peter Svennilson
Name:	Peter Svennilson	Name:	Peter Svennilson
Title:	Managing Partner	Title:	Managing Partner

PONOI CAPITAL II, LP		PONOI II MANAGEMENT, LLC

By:	Ponoi II Management, LLC

By:	/s/ Peter Svennilson	By:	/s/ Peter Svennilson
Name:	Peter Svennilson	Name:	Peter Svennilson
Title:	Managing Partner	Title:	Managing Partner

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

By:	The Column Group II GP, LP

By:	/s/ Peter Svennilson	By:	/s/ Peter Svennilson
Name:	Peter Svennilson	Name:	Peter Svennilson
Title:	Managing Partner	Title:	Managing Partner


By:		/s/ Peter Svennilson
Name:		Peter Svennilson


By:		/s/ David Goeddel
Name:		David Goeddel


By:		/s/ Tim Kutzkey
Name:		Tim Kutzkey

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: February 12, 2021


THE COLUMN GROUP, LP		THE COLUMN GROUP GP, LP

By:	The Column Group GP, LP

By:	/s/ Peter Svennilson	By:	/s/ Peter Svennilson
Name:	Peter Svennilson	Name:	Peter Svennilson
Title:	Managing Partner	Title:	Managing Partner

PONOI CAPITAL, LP		PONOI MANAGEMENT, LLC

By:	Ponoi Management, LLC

By:	/s/ Peter Svennilson	By:	/s/ Peter Svennilson
Name:	Peter Svennilson	Name:	Peter Svennilson
Title:	Managing Partner	Title:	Managing Partner

PONOI CAPITAL II, LP		PONOI II MANAGEMENT, LLC

By:	Ponoi II Management, LLC

By:	/s/ Peter Svennilson	By:	/s/ Peter Svennilson
Name:	Peter Svennilson	Name:	Peter Svennilson
Title:	Managing Partner	Title:	Managing Partner

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

By:	The Column Group II GP, LP

By:	/s/ Peter Svennilson	By:	/s/ Peter Svennilson
Name:	Peter Svennilson	Name:	Peter Svennilson
Title:	Managing Partner	Title:	Managing Partner


By:		/s/ Peter Svennilson
Name:		Peter Svennilson


By:		/s/ David Goeddel
Name:		David Goeddel


By:		/s/ Tim Kutzkey
Name:		Tim Kutzkey