MPM Asset Management Investors BV2014 Form 4 iTeos Therapeutics / LUKE EVNIN ownership change

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^*

MPM BioVentures 2014, L.P.

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
iTeos Therapeutics, Inc. [ ITOS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2021

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/07/2021		S(1)		3,164(2)	D	$32.07(3)	3,703,499	I	See Footnote(4)
Common Stock	04/07/2021		S(1)		1,842(5)	D	$32.84(6)	3,701,657	I	See Footnote(7)
Common Stock	04/07/2021		S(1)		777(8)	D	$33.84(9)	3,700,880	I	See Footnote(10)
Common Stock	04/07/2021		J(11)		15,670(12)	D	$0.00	3,685,210	I	See Footnote(13)
Common Stock	04/08/2021		S(1)		19,057(14)	D	$30.51(15)	3,666,153	I	See Footnote(16)
Common Stock	04/08/2021		S(1)		247(17)	D	$31.01(18)	3,655,906	I	See Footnote(19)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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^*

MPM BioVentures 2014, L.P.

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EVNIN LUKE

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foley Todd

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 (B), L.P.

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM Asset Management Investors BV2014 LLC

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 LLC

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BioVentures 2014 GP LLC

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM BIOVENTURES 2018 (B), L.P.

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MPM ASSET MANAGEMENT INVESTORS BV2018 LLC

(Last) (First) (Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

Explanation of Responses:

1. Transaction effected pursuant to a plan established pursuant to Rule 10b5-1.

2. The shares were sold as follows: 1,885 by MPM BioVentures 2014, L.P. ("BV 2014"), 65 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 1,191 by MPM BioVentures 2018, L.P. ("BV 2018") and 23 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 $31.50 to $32.42 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: 2,082,002 by BV 2014, 138,985 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 71,662 by AM BV2014, 1,314,948 by BV 2018, 69,951 by MPM BioVentures 2018(B), L.P. ("BV 2018(B)") and 25,951 by AM BV2018. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

5. The shares were sold as follows: 1,097 by BV 2014, 38 by AM BV2014, 693 by BV 2018 and 14 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 $32.50 to $33.265 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: 2,080,905 by BV 2014, 138,985 by BV 2014(B), 71,624 by AM BV2014, 1,314,255 by BV 2018, 69,951 by BV 2018(B) and 25,937 by AM BV2018. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

8. The shares were sold as follows: 463 by BV 2014, 16 by AM BV2014, 292 by BV 2018 and 6 by AM BV2018.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $34.25 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.

10. The shares are held as follows: 2,080,442 by BV 2014, 138,985 by BV 2014(B), 71,608 by AM BV2014, 1,313,963 by BV 2018, 69,951 by BV 2018(B) and 25,931 by AM BV2018. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

11. Represents a pro rata in-kind distribution from BV 2014(B) and BV 2018(B) to its respectve limited partners for no consideration.

12. The shares were distributed as follows: 10,424 by BV 2014(B) and 5,246 by AM BV 2018(B).

13. The shares are held as follows: 2,080,442 by BV 2014, 128,561 by BV 2014(B), 71,608 by AM BV2014, 1,313,963 by BV 2018, 64,705 by BV 2018(B) and 25,931 by AM BV2018. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

14. The shares were sold as follows: 11,354 by BV 2014, 391 by AM BV2014, 7,171 by BV 2018 and 141 by AM BV2018.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.95 to $30.92 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.

16. The shares are held as follows: 2,069,088 by BV 2014, 128,561 by BV 2014(B), 71,217 by AM BV2014, 1,306,792 by BV 2018, 64,705 by BV 2018(B) and 25,790 by AM BV2018. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

17. The shares were sold as follows: 147 by BV 2014, 5 by AM BV2014, 93 by BV 2018 and 2 by AM BV2018.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.945 to $31.19 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.

19. The shares are held as follows: 2,068,941 by BV 2014, 128,561 by BV 2014(B), 71,212 by AM BV2014, 1,306,699 by BV 2018, 64,705 by BV 2018(B) and 25,788 by AM BV2018. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

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.	04/09/2021
	/s/ Luke Evnin	04/09/2021
	/s/ Todd Foley	04/09/2021
	/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.	04/09/2021
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the manager of MPM Asset Management Investors BV2014 LLC	04/09/2021
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC	04/09/2021
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2014 LLC, the managing member of MPM BioVentures 2014 GP LLC	04/09/2021
	/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.	04/09/2021
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC, the manager of MPM Asset Management Investors BV2018 LLC	04/09/2021
	** Signature of Reporting Person	Date
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