0000899243-21-040254.txt : 20211014 0000899243-21-040254.hdr.sgml : 20211014 20211014170027 ACCESSION NUMBER: 0000899243-21-040254 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211012 FILED AS OF DATE: 20211014 DATE AS OF CHANGE: 20211014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40869 FILM NUMBER: 211323846 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 Genesis GP LLC CENTRAL INDEX KEY: 0001808744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40869 FILM NUMBER: 211323844 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40869 FILM NUMBER: 211323845 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: Theseus Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001745020 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 830712806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 245 MAIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: (857) 400-9491 MAIL ADDRESS: STREET 1: 245 MAIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-12 0 0001745020 Theseus Pharmaceuticals, Inc. THRX 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001760648 OrbiMed Capital GP VII LLC C/O ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001808744 OrbiMed Genesis GP LLC C/O ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2021-10-12 4 C 0 15777018 A 15777018 I By OrbiMed Private Investments VII, LP Common Stock 2021-10-12 4 C 0 436650 A 436650 I By OrbiMed Genesis Master Fund, L.P. Common Stock 2021-10-12 4 P 0 562500 16.00 A 16339518 I By OrbiMed Private Investments VII, LP Common Stock 2021-10-12 4 P 0 62500 16.00 A 499150 I By OrbiMed Genesis Master Fund, L.P. Series A Convertible Preferred Stock 2021-10-12 4 C 0 14903718 D Common Stock 14903718 0 I By OrbiMed Private Investments VII, LP Series B Convertible Preferred Stock 2021-10-12 4 C 0 873300 D Common Stock 873300 0 I By OrbiMed Private Investments VII, LP Series B Convertible Preferred Stock 2021-10-12 4 C 0 436650 D Common Stock 436650 0 I By OrbiMed Genesis Master Fund, L.P. The total represents shares received upon conversion of shares of Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock. 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. 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. 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. 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. Represents shares purchased in the issuer's initial public offering. OrbiMed Advisors LLC, By: /s/ Douglas Coon, Chief Compliance Officer 2021-10-14 OrbiMed Capital GP VII LLC, By: /s/ Douglas Coon, Chief Compliance Officer 2021-10-14 OrbiMed Genesis GP LLC, By: /s/ Douglas Coon, Chief Compliance Officer 2021-10-14