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Filing Details

Accession Number:: 0000899243-21-040254
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-14 17:00:27
Reporting Period:: 2021-10-12

Accepted Time:: 2021-10-14 17:00:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1745020	Theseus Pharmaceuticals Inc.	THRX	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	Yes	No
1760648	Orbimed Capital Gp Vii Llc	C/O Orbimed Advisors Llc 601 Lexington Avenue, 54Th Floor New York NY 10022	No	No	Yes	No
1808744	Orbimed Genesis Gp Llc	C/O Orbimed Advisors Llc 601 Lexington Avenue, 54Th Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-10-12	15,777,018	$0.00	15,777,018	No	4	C	Indirect	By OrbiMed Private Investments VII, LP
Common Stock	Acquisiton	2021-10-12	436,650	$0.00	436,650	No	4	C	Indirect	By OrbiMed Genesis Master Fund, L.P.
Common Stock	Acquisiton	2021-10-12	562,500	$16.00	16,339,518	No	4	P	Indirect	By OrbiMed Private Investments VII, LP
Common Stock	Acquisiton	2021-10-12	62,500	$16.00	499,150	No	4	P	Indirect	By OrbiMed Genesis Master Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By OrbiMed Private Investments VII, LP
No	4	C	Indirect	By OrbiMed Genesis Master Fund, L.P.
No	4	P	Indirect	By OrbiMed Private Investments VII, LP
No	4	P	Indirect	By OrbiMed Genesis Master Fund, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2021-10-12	14,903,718	$0.00	14,903,718	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-10-12	873,300	$0.00	873,300	$0.00
Common Stock	Series B Convertible Preferred Stock	Disposition	2021-10-12	436,650	$0.00	436,650	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

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.