Carl L. Gordon - Oct 6, 2021 Form 3 Insider Report for Theseus Pharmaceuticals, Inc. (THRX)

Signature
/s/ Bradford Dahms - Attorney-in-Fact
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
Oct 6, 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
holding THRX Series B Convertible Preferred Stock Oct 6, 2021 Common Stock 873K By OrbiMed Private Investments VII, LP F1, F2
holding THRX Series B Convertible Preferred Stock Oct 6, 2021 Common Stock 437K By OrbiMed Genesis Master Fund, L.P. F1, F3
* 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.