SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol iTeos Therapeutics, Inc. [ ITOS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/03/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/03/2022 | S | 432,903 | D | $47.6462(3) | 3,912,113 | D(1) | |||
| Common Stock | 01/03/2022 | S | 39,481 | D | $49.3745(4) | 3,872,632 | D(1) | |||
| Common Stock | 01/03/2022 | S | 17,173 | D | $50.6338 | 3,855,459 | D(1) | |||
| Common Stock | 01/03/2022 | S | 23,353 | D | $47.6275(3) | 48,890 | D(2) | |||
| Common Stock | 01/03/2022 | S | 1,682 | D | $49.3749(4) | 47,208 | D(2) | |||
| Common Stock | 01/03/2022 | S | 731 | D | $50.6338 | 46,477 | D(2) | |||
| Common Stock | 01/04/2022 | S | 88,054 | D | $41.842(5) | 3,767,405 | D(1) | |||
| Common Stock | 01/04/2022 | S | 9,366 | D | $43.36(6) | 3,758,039 | D(1) | |||
| Common Stock | 01/04/2022 | S | 33,297 | D | $44.4416 | 3,724,742 | D(1) | |||
| Common Stock | 01/04/2022 | S | 7,483 | D | $45.4777 | 3,717,259 | D(1) | |||
| Common Stock | 01/04/2022 | S | 29,623 | D | $41.842(5) | 16,854 | D(2) | |||
| Common Stock | 01/04/2022 | S | 3,138 | D | $43.3596(6) | 13,716 | D(2) | |||
| Common Stock | 01/04/2022 | S | 11,199 | D | $44.4416 | 2,517 | D(2) | |||
| Common Stock | 01/04/2022 | S | 2,517 | D | $45.4777 | 0 | D(2) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) MVA Investors, LLC ("MVA Investors"), (iv) Aaron I. Davis, and (v) Joseph C. Lewis (collectively, the "Boxer Group"). These securities are owned indirectly by Boxer Management and Joseph C. Lewis, by virtue of their ownership of Boxer Capital. Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein. |
| 2. These securities are owned directly by MVA Investors, which may be deemed to be a member of the Boxer Group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors. Each member of the Boxer Group other than MVA Investors and Aaron I. Davis disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein. Following the completion of the transactions reported in this Form 4, MVA Investors no longer holds any securities of the issuer and, therefore, as of January 4, 2022, is no longer a member of the Boxer Group |
| 3. Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $47.4904 to $47.8617. |
| 4. Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $49.2035 to $50.1716. |
| 5. Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $41.4811 to $42.1440. |
| 6. Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $42.6291 to $43.4221. |
| Remarks: |
| Boxer Capital, LLC, By: /s/ Aaron I. Davis, Aaron I. Davis | 01/05/2022 | |
| Boxer Asset Management Inc., By: /s/ Jason Callender, Jason Callender | 01/05/2022 | |
| Joseph C. Lewis, /s/ Joseph C. Lewis, Joseph C. Lewis | 01/05/2022 | |
| MVA Investors, LLC, By: /s/ Aaron I. Davis, Aaron I. Davis | 01/05/2022 | |
| Aaron I. Davis, /s/ Aaron I. Davis, Aaron I. Davis | 01/05/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||