Initial Statement of Beneficial Ownership (3)
October 15 2021 - 06:11PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
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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
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1. Name
and Address of Reporting Person * TAKEDA
PHARMACEUTICAL CO LTD |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
10/6/2021
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3. Issuer Name and Ticker or Trading
Symbol Theseus Pharmaceuticals, Inc. [THRX] |
(Last)
(First)
(Middle)
1-1, NIHONBASHI-HONCHO 2-CHOME |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
CHUO-KU,
TOKYO, M0 103-8668
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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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
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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)
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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
Security |
5. Ownership Form of Derivative Security: 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 Preferred Stock |
(1) |
(1) |
Common Stock |
1615427.0 |
(1) |
I |
See explanation (2)(3) |
Explanation of
Responses: |
(1) |
These shares of the Issuers
Series A Preferred Stock are expected to convert on a one-for-one
basis into the number of shares of the Issuers common stock, par
value $0.0001 per share (Common Stock), shown in Column 3
immediately upon the closing of the Issuers initial public offering
without payment of additional consideration. The Series A Preferred
Stock has no expiration date. |
(2) |
This statement is being
filed jointly by Takeda Pharmaceutical Company Limited and ARIAD
Pharmaceuticals, Inc. |
(3) |
Takeda Pharmaceutical
Company Limiteds beneficial ownership of the reported securities is
comprised of 1,615,427 shares of Series A Preferred Stock held by
ARIAD Pharmaceuticals, Inc. ARIAD Pharmaceuticals, Inc., is a
direct, wholly owned subsidiary of Takeda Pharmaceuticals U.S.A.
Inc., which is a direct subsidiary of Takeda Pharmaceutical Company
Limited (72.70%) and Takeda Pharmaceuticals International AG
(27.3%). Takeda Pharmaceuticals International AG is a direct,
wholly owned subsidiary of Takeda Pharmaceutical Company
Limited. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
TAKEDA PHARMACEUTICAL CO LTD
1-1, NIHONBASHI-HONCHO 2-CHOME
CHUO-KU, TOKYO, M0 103-8668 |
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X |
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ARIAD PHARMACEUTICALS INC
40 LANDSDOWNE STREET
CAMBRIDGE, MA 02139 |
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X |
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Signatures
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/s/ Yoshihiro Nakagawa, Corporate Officer, Global
General Counsel of Takeda Pharmaceutical Company
Limited |
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10/6/2021 |
**Signature of
Reporting Person |
Date |
/s/ Paul Sundberg, Attorney-in-Fact for ARIAD
Pharmaceuticals, Inc. |
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10/6/2021 |
**Signature of
Reporting Person |
Date |
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