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) 10/01/2021 | ||||||||||||||||||||||||||
| 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 | 10/01/2021 | S(1) | 6,855(2) | D | $27(3) | 3,281,564 | I | See Footnote(4) | ||
| Common Stock | 10/04/2021 | S(1) | 20,711(5) | D | $27.06(6) | 3,260,853 | I | See Footnote(7) | ||
| 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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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. Transaction effected pursuant to a plan established pursuant to Rule 10b5-1. |
| 2. The shares were sold as follows: 4,084 by MPM BioVentures 2014, L.P. ("BV 2014"), 141 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 2,579 by MPM BioVentures 2018, L.P. ("BV 2018") and 51 by MPM Asset Management Investors BV2018 LLC ("AM BV2018"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV 2014 LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV 2014 LLC is the manager of AM BV2014. MPM BioVentures 2018 GP LLC and MPM BioVentures 2018 LLC ("BV 2018 LLC") are the direct and indirect general partners of BV 2018 and BV 2018(B). BV 2018 LLC is the manager of AM BV2018. Messrs. Evnin and Foley are managing directors of BV 2014 LLC and BV 2018 LLC. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.95 to $27.07 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The shares are held as follows: 1,858,629 by BV 2014, 107,713 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 63,972 by AM BV2014, 1,173,870 by BV 2018, 54,213 by MPM BioVentures 2018(B), L.P. ("BV 2018(B)") and 23,167 by AM BV2018. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
| 5. The shares were sold as follows: 12,339 by BV 2014, 425 by AM BV2014, 7,793 by BV 2018 and 154 by AM BV2018. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.95 to $27.19 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The shares are held as follows: 1,846,290 by BV 2014, 107,713 by BV 2014(B), 63,547 by AM BV2014, 1,166,077 by BV 2018, 54,213 by BV 2018(B) and 23,013 by AM BV2018. Each of the Reporting Persons disclaims beneficial ownership of the securities herein except to the extent of his or its respective pecuniary interest therein, if any. |
| Remarks: |
| See Form 4 for MPM BioVentures 2018, L.P for additional members of this joint filing. |
| /s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014, L.P. | 10/05/2021 | |
| /s/ Luke Evnin | 10/05/2021 | |
| /s/ Todd Foley | 10/05/2021 | |
| /s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC, the general partner of MPM BioVentures 2014 (B), L.P. | 10/05/2021 | |
| /s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the manager of MPM Asset Management Investors BV2014 LLC | 10/05/2021 | |
| /s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC | 10/05/2021 | |
| /s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC | 10/05/2021 | |
| /s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC, the managing member of MPM BioVentures 2018 GP LLC, the general partner of MPM BioVentures 2018 (B), L.P. | 10/05/2021 | |
| /s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC, the manager of MPM Asset Management Investors BV2018 LLC | 10/05/2021 | |
| ** 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. | ||