FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TAKEDA PHARMACEUTICAL CO LTD		 2. Issuer Name and Ticker or Trading Symbol

Calithera Biosciences, Inc. [ CALA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
Former 10% Owner
(Last)          (First)          (Middle)

1-1, NIHONBASHI-HONCHO 2-CHOME		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/17/2023
(Street)

CHUO-KU, TOKYO, M0 103-8668		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock $40.08 (1)4/17/2023  J (2)(3)    1000000  10/18/2021  (4)Common Stock 857844.0  (2)(3)0 I See Explanation of Responses (5)
Explanation of Responses:
(1) The Series A preferred stock (the "Preferred Stock") of Calithera Biosciences, Inc. ("Calithera") was convertible at the option of holder into 857,844 shares of common stock of Calithera ("Common Stock") 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 Common Stock being issued upon conversion of the Preferred Stock.
(2) The reported securities were redeemed by the Issuer for the following consideration (in the aggregate, the "Repurchase Price"): (i) $4.0 million in aggregate cash consideration, (ii) a right to receive certain securities held by the Issuer and (iii) a contingent value right entitling Takeda Ventures, Inc. ("TVI") to receive all the remaining proceeds from the sale of the Issuer's assets (not to exceed the Repurchase Price Limit), after establishing a reserve, which will be used to pay all expenses and other known, non-contingent liabilities and obligations, and includes reasonable provision for future expenses of liquidation and contingent and unknown liabilities as required by Delaware law.
(3) Notwithstanding the foregoing footnote 2, TVI agreed that if the holders of the Common Stock approved the Plan of Dissolution at a special meeting before June 30, 2023, then the Issuer could distribute up to $0.40 per share in a common stock liquidating distribution to the holders of Common Stock prior to any future distribution to Takeda pursuant to the contingent value right. For the avoidance of doubt, if the holders of Common Stock do not approve the Issuer's Plan of Dissolution at a special meeting before June 30, 2023, then the Issuer will not make the aforementioned common stock liquidating distribution to the holders of Common Stock. In no event shall the Repurchase Price exceed a total value of $35 million (the "Repurchase Price Limit").
(4) The Series A convertible preferred stock has no expiration date.
(5) The Preferred Stock was directly held by TVI, a wholly owned subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("TPUSA"). 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
TAKEDA PHARMACEUTICAL CO LTD
1-1, NIHONBASHI-HONCHO 2-CHOME
CHUO-KU, TOKYO, M0 103-8668


Former 10% Owner
Takeda Ventures, Inc.
9625 TOWNE CENTRE DRIVE
SAN DIEGO, CA 92121
X
Signatures
/s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited5/26/2023
**Signature of Reporting PersonDate

/s/ Michael Martin, President, Takeda Ventures, Inc.5/26/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Calithera Biosciences (CE) (USOTC:CALA)
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