Omega Fund VI, L.P. - 12 Oct 2021 Form 4 Insider Report for Theseus Pharmaceuticals, Inc.

Role
Former 10% owner
Signature
/s/ Anne-Mari Paster, as an authorized signatory of each Reporting Person
Issuer symbol
N/A
Transactions as of
12 Oct 2021
Net transactions value
+$3,000,000
Form type
4
Filing time
14 Oct 2021, 16:40:04 UTC
Previous filing
06 Oct 2021
Next filing
02 Nov 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction THRX Common Stock Conversion of derivative security +523,979 523,979 12 Oct 2021 Direct F1, F2, F3
transaction THRX Common Stock Purchase $3,000,000 +187,500 +36% $16.00 711,479 12 Oct 2021 Direct F2, F3

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
transaction THRX Series B Preferred Stock Conversion of derivative security -693,152 -100% 0 12 Oct 2021 Common Stock 523,979 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Omega Fund VI, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Omega Fund VI, L.P. ("Omega VI") held 693,152 shares of the Issuer's Series B Preferred Stock. On October 12, 2021, the Series B Preferred Stock automatically converted into 523,979 shares of the Issuer's Common Stock on a 1-for-1.32286 reverse split basis, 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") and without payment of further consideration.
F2 The reported securities are beneficially owned by Omega Fund VI, L.P. ("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 such individuals disclaims beneficial ownership of the shares held by Omega VI.
F3 As of October 12, 2021 and after giving effect to the transactions reported above, Omega VI holds less than 10% of the outstanding shares of the Issuer's Common Stock.