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Filing Details

Accession Number:: 0000947871-22-000087
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-21 19:18:11
Reporting Period:: 2022-01-19

Accepted Time:: 2022-01-21 19:18:11
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	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	Yes	No
1808744	Orbimed Genesis Gp Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	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	2022-01-19	11,521	$9.97	16,395,756	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-01-20	35,000	$9.95	16,430,756	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-01-21	111,896	$9.97	16,542,652	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	499,150	Indirect	See Footnotes

Footnotes

These shares of the Issuer's common stock ("Shares") were purchased in a block order at price of $9.97.
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 and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors 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.
These Shares were purchased in a block order at a price of $9.95.
Represents the weighted average purchase price of the Shares purchased ranging from a low of $9.495 to a high of $10.275 per Share. The Reporting Person undertakes, upon request by the Commission staff, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Shares purchased at each separate price.
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 OrbiMed 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.
Each of GP VII, Genesis GP, and OrbiMed Advisors 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 and GP VII have designated a representative, Carl L. Gordon, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report on Form 4 shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.