FSII FS Development Corporation II

FORM 4 [X] 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 * Hughes Owen	2. Issuer Name and Ticker or Trading Symbol PARDES BIOSCIENCES, INC. [ PRDS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150	3. Date of Earliest Transaction (MM/DD/YYYY) 12/23/2021
(Street) LARKSPUR, CA 94939 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 12/28/2021	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 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
Class A Common Stock	12/23/2021		C(1)		30000	A	$0	30000	D

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0	12/23/2021		C (1)			30000	(1)	(1)	Class A Common Stock	30000	$0	0	D

Explanation of Responses:
(1)	In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into shares of Class A Common Stock of the Issuer.

Remarks: On December 28, 2021, the reporting person filed a Form 4 which contained a clerical error reporting that the reporting person beneficially owned 52,500 shares of Class B Common Stock of FS Development Corp. II prior to its business combination. In fact, as reported in this Form 4, the reporting person beneficially owned 30,000 shares of Class B Common Stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hughes Owen 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR, CA 94939	X

Signatures
/s/ Dennis Ryan, as Attorney-in-Fact		12/30/2021
**Signature of Reporting Person		Date