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