Crowley John J Form 3 Fusion Pharmaceuticals / John J Crowley ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Crowley John J

(Last) (First) (Middle)

C/O FUSION PHARMACEUTICALS INC.

270 LONGWOOD ROAD SOUTH

(Street)

HAMILTON A6 L8P 0A6

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2020

3. Issuer Name and Ticker or Trading Symbol
Fusion Pharmaceuticals Inc. [ FUSN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	02/28/2029	Non-Voting Common Shares	313,359	2.19	D
Stock Option (Right to Buy)	(2)	01/10/2030	Non-Voting Common Shares	38,561	2.99	D

Explanation of Responses:

1. 25% of the shares subject to this option vested and became exercisable on February 28, 2020, with the remainder vesting in 36 substantially equal monthly installments thereafter. Prior to closing of the Issuer's initial public offering, such Non-Voting Common Shares will convert into Voting Common Shares and subsequently into Common Shares on a one-for-one basis.

2. 25% of the shares subject to this option shall vest and become exercisable on January 10, 2021, with the remainder vesting in 36 substantially equal monthly installments thereafter. Prior to closing of the Issuer's initial public offering, such Non-Voting Common Shares will convert into Voting Common Shares and subsequently into Common Shares on a one-for-one basis.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John Crowley	06/25/2020
	** 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 5 (b)(v).
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