Foresite Capital Management V Form 4/A PARDES BIOSCIENCES / James B. Tananbaum 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^*

Tananbaum James B.

(Last) (First) (Middle)

C/O PARDES BIOSCIENCES, INC.

2173 SALK AVE, SUITE 250, PMB#052

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PARDES BIOSCIENCES, INC. [ PRDS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/28/2021

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	12/23/2021		C(2)		4,941,250	A	$0.00	4,941,250	I	See Footnote(2)

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
Common Stock	$0.00	12/23/2021		C(2)			4,941,250	(2)	(2)	Common Stock	4,941,250	$0.00	0	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Tananbaum James B.

(Last) (First) (Middle)

C/O PARDES BIOSCIENCES, INC.

2173 SALK AVE, SUITE 250, PMB#052

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Fund V, L.P.

(Last) (First) (Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR CA 94939

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Management V, LLC

(Last) (First) (Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR CA 94939

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Opportunity Fund V, L.P.

(Last) (First) (Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR CA 94939

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Opportunity Management V, LLC

(Last) (First) (Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR CA 94939

(City) (State) (Zip)

Explanation of Responses:

2. In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FS Development Holdings II, LLC ("FSD Holdings II"). Each of Foresite Capital Management V, LLC ("FCMVLLC"), Foresite Capital Opportunity Management V, LLC ("FCOMVLLC"), Foresite Capital Fund V, L.P. ("Capital Fund V L.P."), Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

Remarks:

On December 28, 2021, the reporting person filed a Form 4 which contained a clerical error reporting that the reporting person beneficially owned 4,873,750 shares of Class B Common Stock of FS Development Corp. II prior to its business combination. In fact, as reported in this Form 4 Amendment, the reporting person beneficially owned 4,941,250 shares of Class B Common Stock. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

	/s/ Elizabeth Lacy, Attorney-in-Fact for James B. Tananbaum	12/30/2021
	/s/ Dennis Ryan, on behalf of Foresite Capital Fund V, L.P.	12/30/2021
	/s/ Dennis Ryan, on behalf of Foresite Capital Management V, LLC	12/30/2021
	/s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Fund V, L.P.	12/30/2021
	/s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Management V, LLC	12/30/2021
	/s/ Dennis Ryan, as Attorney-in-Fact for Foresite Capital Fund V, L.P., Foresite Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P. and Foresite Capital Opportunity Management V, LLC	12/30/2021
	** Signature of Reporting Person	Date
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