Amended Statement of Changes in Beneficial Ownership (4/a)
30 Diciembre 2021 - 3:31PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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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Tananbaum James B. |
2. Issuer Name and Ticker or Trading Symbol
PARDES BIOSCIENCES, INC.
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PRDS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O PARDES BIOSCIENCES, INC., 2173 SALK AVE, SUITE 250, PMB#052 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2021 |
(Street)
CARLSBAD, CA 92008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/28/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/23/2021 | | C(2) | | 4941250 | A | $0.00 | 4941250 | 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. 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 |
Common Stock | $0.00 | 12/23/2021 | | C (2) | | | 4941250 | (2) | (2) | Common Stock | 4941250 | $0.00 | 0 | I | See Footnote (2) |
Explanation of Responses: |
(2) | 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 common stock of the Issuer. These shares are held by FS Development Holdings II, LLC ("FSD Holdings II"). Each of Foresite Capital Management V, LLC ("FCMVLLC"), Foresite Capital Opportunity Management V, LLC ("FCOMVLLC"), Foresite Capital Fund V, L.P. ("Capital Fund V L.P."), Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. |
Remarks: On December 28, 2021, the reporting person filed a Form 4 which contained a clerical error reporting that the reporting person beneficially owned 4,873,750 shares of Class B Common Stock of FS Development Corp. II prior to its business combination. In fact, as reported in this Form 4 Amendment, the reporting person beneficially owned 4,941,250 shares of Class B Common Stock. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tananbaum James B. C/O PARDES BIOSCIENCES, INC. 2173 SALK AVE, SUITE 250, PMB#052 CARLSBAD, CA 92008 | X | 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 Management V, LLC 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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Signatures
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/s/ Elizabeth Lacy, Attorney-in-Fact for James B. Tananbaum | | 12/30/2021 |
**Signature of Reporting Person | Date |
/s/ Dennis Ryan, on behalf of Foresite Capital Fund V, L.P. | | 12/30/2021 |
**Signature of Reporting Person | Date |
/s/ Dennis Ryan, on behalf of Foresite Capital Management V, LLC | | 12/30/2021 |
**Signature of Reporting Person | Date |
/s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Fund V, L.P. | | 12/30/2021 |
**Signature of Reporting Person | Date |
/s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Management V, LLC | | 12/30/2021 |
**Signature of Reporting Person | Date |
/s/ Dennis Ryan, as Attorney-in-Fact for Foresite Capital Fund V, L.P., Foresite Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P. and Foresite Capital Opportunity Management V, LLC | | 12/30/2021 |
**Signature of Reporting Person | Date |
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