Carl L. Gordon - Jun 10, 2022 Form 4 Insider Report for Theseus Pharmaceuticals, Inc. (THRX)

Role: Director, 10%+ Owner
Signature: /s/ Bradford Dahms - Attorney-in-Fact
Stock symbol: THRX
Transactions as of: Jun 10, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/13/2022, 08:10 PM
Previous filing: Jun 3, 2022
Next filing: Jun 15, 2022

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	Stock Option (right to buy)	Award	$0	+30K		$0.00	30K	Jun 10, 2022	Common Stock	30K	$5.75	Direct	F1

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

Explanation of Responses:

Id	Content
F1	The options are subject to a service-based vesting requirement, which shall be satisfied on the earlier of (i) June 10, 2023 or (ii) the day prior to the date of the issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service with the issuer on such vesting date. Pursuant to an agreement with OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, the Reporting Person is obligated to transfer any securities issued under any stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Private Investments VII, LP.

Content

The options are subject to a service-based vesting requirement, which shall be satisfied on the earlier of (i) June 10, 2023 or (ii) the day prior to the date of the issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service with the issuer on such vesting date. Pursuant to an agreement with OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, the Reporting Person is obligated to transfer any securities issued under any stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Private Investments VII, LP.