FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Tinmouth Brian Philippe
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/23/2021 

3. Issuer Name and Ticker or Trading Symbol

PARDES BIOSCIENCES, INC. [PRDS]
(Last)        (First)        (Middle)

C/O PARDES BIOSCIENCES, INC., 2173 SALK AVE., SUITE 250, PMB #052
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Business & Strategy Ofcr /
(Street)

CARLSBAD, CA 92008      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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

_X_ Form filed by One Reporting Person
___ 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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)  (1)7/26/2031 Common Stock 28156 $4.94 D  
Stock Option (Right to Buy)  (2)11/22/2031 Common Stock 422340 $8.19 D  

Explanation of Responses:
(1) 50% of the shares subject to such option vest and become exercisable on June 23, 2022, and 1/24th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on the 23rd day of each month thereafter, subject to a continued service relationship.
(2) 1/4th of the shares subject to such option vest and become exercisable on November 22, 2022, and 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on the 22nd day of each month thereafter, subject to a continued service relationship.

Remarks:
Exhibit 24 - Power of Attorney

Effective immediately following the effective time of the merger pursuant to that certain Agreement and Plan of Merger dated as of June 29, 2021, as amended, by and among Pardes Biosciences Sub, Inc. (f/k/a Pardes Biosciences, Inc.), Issuer (f/k/a FS Development Corp. II), and certain other parties thereto, the reporting person became an officer of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Tinmouth Brian Philippe
C/O PARDES BIOSCIENCES, INC.
2173 SALK AVE., SUITE 250, PMB #052
CARLSBAD, CA 92008


Chief Business & Strategy Ofcr

Signatures
/s/ Elizabeth Lacy, attorney-in-fact12/27/2021
**Signature of Reporting PersonDate

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