0000899243-20-017706.txt : 20200625 0000899243-20-017706.hdr.sgml : 20200625 20200625200110 ACCESSION NUMBER: 0000899243-20-017706 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200625 FILED AS OF DATE: 20200625 DATE AS OF CHANGE: 20200625 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39344 FILM NUMBER: 20990637 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VII LLC CENTRAL INDEX KEY: 0001760648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39344 FILM NUMBER: 20990638 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6491 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fusion Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001805890 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 270 LONGWOOD ROAD SOUTH CITY: HAMILTON STATE: A6 ZIP: L8P 0A6 BUSINESS PHONE: 289-799-0891 MAIL ADDRESS: STREET 1: 270 LONGWOOD ROAD SOUTH CITY: HAMILTON STATE: A6 ZIP: L8P 0A6 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-06-25 0 0001805890 Fusion Pharmaceuticals Inc. FUSN 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 0001760648 OrbiMed Capital GP VII LLC 501 LEXINGTON AVE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 Class B Preferred Shares Common Shares 2224770 I By OrbiMed Private Investments VII, LP Warrants to purchase Class B Preferred Shares 8.10 2020-01-10 2022-01-10 Common Shares 67311 I By OrbiMed Private Investments VII, LP The Class B Preferred Shares are convertible into Common Shares on a one-for-5.339 basis. Upon the closing of the Issuer's initial public offering, the Class B Preferred Shares will convert into the number of Common Shares shown in column 3. The Class B Preferred Shares have no expiration date. These securities 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") is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, and Sven H. Borho, each of whom disclaims beneficial ownership of the shares of OPI VII. This report on Form 3 is jointly filed by GP VII and OrbiMed Advisors. 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. The Reporting Persons have designated a representative, Chau Khuong, an employee 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. Upon the closing of the Issuer's initial public offering, the Warrants to purchase Class B Preferred Shares will become warrants to purchase Common Shares at an exercise price of $8.10 per share. OrbiMed Advisors LLC, By: /s/ Douglas Coon, Name: Douglas Coon, Title: Chief Compliance Officer 2020-06-25 OrbiMed Capital GP VII LLC, By: /s/ Douglas Coon, Name: Douglas Coon, Title: Chief Compliance Officer 2020-06-25