Orbimed Advisors Llc - Oct 6, 2021 Form 3 Insider Report for Theseus Pharmaceuticals, Inc. (THRX)

Role: Director, 10%+ Owner
Signature: OrbiMed Advisors LLC, By: /s/ Douglas Coon, Chief Compliance Officer
Stock symbol: THRX
Transactions as of: Oct 6, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/6/2021, 07:00 PM
Previous filing: Sep 22, 2021
Next filing: Oct 14, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	THRX	Series A Convertible Preferred Stock							Oct 6, 2021	Common Stock	14.9M		By OrbiMed Private Investments VII, LP	F1, F2, F4
holding	THRX	Series B Convertible Preferred Stock							Oct 6, 2021	Common Stock	873K		By OrbiMed Private Investments VII, LP	F1, F2, F4
holding	THRX	Series B Convertible Preferred Stock							Oct 6, 2021	Common Stock	437K		By OrbiMed Genesis Master Fund, L.P.	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported security is convertible into the issuer's Common Stock on a one-for-one basis at any time at the holder's election and shall automatically convert into Common Stock immediately prior to the closing of the issuer's initial public offering without payment of further consideration. The shares have no expiration date.
F2	The shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VII. By virtue of such relationship, OrbiMed Advisors and GP VII may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
F3	The shares are held of record by OrbiMed Genesis Master Fund, L.P. ("OrbiMed Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationship, OrbiMed Advisors and Genesis GP may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.
F4	This report on Form 4 is jointly filed by OrbiMed Advisors, GP VII and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, Carl L. Gordon, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.