ORBIMED ADVISORS LLC - 12 Oct 2021 Form 4 Insider Report for Theseus Pharmaceuticals, Inc.

Role
Director, 10%+ Owner
Signature
OrbiMed Advisors LLC, By: /s/ Douglas Coon, Chief Compliance Officer
Issuer symbol
N/A
Transactions as of
12 Oct 2021
Net transactions value
+$10,000,000
Form type
4
Filing time
14 Oct 2021, 17:00:27 UTC
Previous filing
06 Oct 2021
Next filing
08 Nov 2021
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 +15,777,018 15,777,018 12 Oct 2021 By OrbiMed Private Investments VII, LP F1, F2, F3, F5
transaction THRX Common Stock Conversion of derivative security +436,650 436,650 12 Oct 2021 By OrbiMed Genesis Master Fund, L.P. F1, F2, F4, F5
transaction THRX Common Stock Purchase $9,000,000 +562,500 +3.6% $16.00* 16,339,518 12 Oct 2021 By OrbiMed Private Investments VII, LP F3, F5, F6
transaction THRX Common Stock Purchase $1,000,000 +62,500 +14% $16.00* 499,150 12 Oct 2021 By OrbiMed Genesis Master Fund, L.P. F4, F5, F6

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 A Convertible Preferred Stock Conversion of derivative security -14,903,718 -100% 0 12 Oct 2021 Common Stock 14,903,718 By OrbiMed Private Investments VII, LP F2, F3, F5
transaction THRX Series B Convertible Preferred Stock Conversion of derivative security -873,300 -100% 0 12 Oct 2021 Common Stock 873,300 By OrbiMed Private Investments VII, LP F2, F3, F5
transaction THRX Series B Convertible Preferred Stock Conversion of derivative security -436,650 -100% 0 12 Oct 2021 Common Stock 436,650 By OrbiMed Genesis Master Fund, L.P. F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The total represents shares received upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock.
F2 The reported security converted into the issuer's Common Stock on a one-for-one basis automatically immediately prior to the closing of the issuer's initial public offering without payment of further consideration. The shares have no expiration date.
F3 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.
F4 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.
F5 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.
F6 Represents shares purchased in the issuer's initial public offering.