Initial Statement of Beneficial Ownership (3)
June 13 2022 - 5:16PM
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
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Foresite Capital Management V, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/9/2022
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3. Issuer Name and Ticker or Trading Symbol
Theseus Pharmaceuticals, Inc. [THRX]
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(Last)
(First)
(Middle)
900 LARKSPUR LANDING CIRCLE, SUITE 150 |
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)
LARKSPUR, CA 94939
(City)
(State)
(Zip)
| 5. 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
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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) |
Common Stock | 3335346 | I | See Footnote (1) |
Common Stock | 959275 | I | See Footnote (2) |
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 |
Explanation of Responses: |
(1) | The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Dr. Tananbaum") is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. |
(2) | The shares are owned directly by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCOM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Foresite Capital Management V, LLC 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
| X |
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Foresite Capital Fund V, L.P. 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
| X |
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Foresite Capital Opportunity Fund V, L.P. 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
| X |
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Foresite Capital Opportunity Management V, LLC 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
| X |
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Tananbaum James B. 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR, CA 94939 |
| X |
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Signatures
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FORESITE CAPITAL MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member | | 6/13/2022 |
**Signature of Reporting Person | Date |
FORESITE CAPITAL FUND V, L.P., By: Foresite Capital Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | | 6/13/2022 |
**Signature of Reporting Person | Date |
FORESITE CAPITAL OPPORTUNITY FUND V, L.P., By: Foresite Capital Opportunity Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | | 6/13/2022 |
**Signature of Reporting Person | Date |
FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member | | 6/13/2022 |
**Signature of Reporting Person | Date |
JAMES B. TANANBAUM /s/ James B. Tananbaum | | 6/13/2022 |
**Signature of Reporting Person | Date |
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 5(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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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