Omega Fund VI, L.P. - Oct 6, 2021 Form 3 Insider Report for Theseus Pharmaceuticals, Inc. (THRX)

Role: 10%+ Owner
Signature: /s/ Anne-Mari Paster, **Signature of Anne-Mari Paster as as an authorized signatory of each Reporting Person
Stock symbol: THRX
Transactions as of: Oct 6, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/6/2021, 07:49 PM
Previous filing: Jul 20, 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 B Preferred Stock							Oct 6, 2021	Common Stock	524K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Omega Fund VI, L.P. ("Omega VI") holds 693,152 shares of the Issuer's Series B Preferred Stock. The Series B Preferred Stock will automatically convert immediately prior to and in connection with the closing of a public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), into 523,979 shares of common stock on a 1-for-1.32286 reverse split basis.
F2	The reported securities are beneficially owned by Omega VI. The reported securities may be deemed to be beneficially owned by each of Omega Fund VI GP, L.P. ("Omega VI GP"), as the general partner of Omega VI, and Omega Fund VI GP Manager, Ltd. ("Omega VI GP Manager"), as the general partner of Omega VI GP. Otello Stampacchia, Claudio Nessi and Anne-Mari Paster are all the shareholders and directors of Omega VI GP Manager and have shared voting and investment power over the shares held by Omega VI and, as a result, may each be deemed to beneficially own the reported securities. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his, her or its pecuniary interest therein.

Content

Omega Fund VI, L.P. ("Omega VI") holds 693,152 shares of the Issuer's Series B Preferred Stock. The Series B Preferred Stock will automatically convert immediately prior to and in connection with the closing of a public offering of the issuer's securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), into 523,979 shares of common stock on a 1-for-1.32286 reverse split basis.

The reported securities are beneficially owned by Omega VI. The reported securities may be deemed to be beneficially owned by each of Omega Fund VI GP, L.P. ("Omega VI GP"), as the general partner of Omega VI, and Omega Fund VI GP Manager, Ltd. ("Omega VI GP Manager"), as the general partner of Omega VI GP. Otello Stampacchia, Claudio Nessi and Anne-Mari Paster are all the shareholders and directors of Omega VI GP Manager and have shared voting and investment power over the shares held by Omega VI and, as a result, may each be deemed to beneficially own the reported securities. Each of the Reporting Persons disclaims beneficial ownership of the reported securities, except to the extent of his, her or its pecuniary interest therein.