Fusion Pharmaceuticals Form 3 Initial statement of insider ownership

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^*

ADAMS STREET PARTNERS LLC

(Last)

(First)

(Middle)

ONE NORTH WACKER DRIVE

SUITE 2700

(Street)

CHICAGO

60606

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

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class A Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	401,423	⁽¹⁾	I	See footnotes⁽²⁾⁽⁸⁾
Class A Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	308,137	⁽¹⁾	I	See footnotes⁽⁴⁾⁽⁸⁾
Class A Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	298,898	⁽¹⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Class A Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	447,428	⁽¹⁾	I	See footnotes⁽⁶⁾⁽⁸⁾
Class A Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	1,041,456	⁽¹⁾	I	See footnotes⁽⁷⁾⁽⁸⁾
Class B Preferred Shares	⁽³⁾	⁽³⁾	Common Shares	161,556	⁽³⁾	I	See footnotes⁽²⁾⁽⁸⁾
Class B Preferred Shares	⁽³⁾	⁽³⁾	Common Shares	124,013	⁽³⁾	I	See footnotes⁽⁴⁾⁽⁸⁾
Class B Preferred Shares	⁽³⁾	⁽³⁾	Common Shares	120,294	⁽³⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Class B Preferred Shares	⁽³⁾	⁽³⁾	Common Shares	180,072	⁽³⁾	I	See footnotes⁽⁶⁾⁽⁸⁾
Class B Preferred Shares	⁽³⁾	⁽³⁾	Common Shares	419,148	⁽³⁾	I	See footnotes⁽⁷⁾⁽⁸⁾
Warrants to purchase Class B Preferred Shares	01/10/2020⁽⁹⁾	01/10/2022⁽⁹⁾	Common Shares	17,033	8.1⁽⁹⁾	I	See footnotes⁽²⁾⁽⁸⁾
Warrants to purchase Class B Preferred Shares	01/10/2020⁽⁹⁾	01/10/2022⁽⁹⁾	Common Shares	13,074	8.1⁽⁹⁾	I	See footnotes⁽⁴⁾⁽⁸⁾
Warrants to purchase Class B Preferred Shares	01/10/2020⁽⁹⁾	01/10/2022⁽⁹⁾	Common Shares	12,682	8.1⁽⁹⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Warrants to purchase Class B Preferred Shares	01/10/2020⁽⁹⁾	01/10/2022⁽⁹⁾	Common Shares	18,985	8.1⁽⁹⁾	I	See footnotes⁽⁶⁾⁽⁸⁾
Warrants to purchase Class B Preferred Shares	01/10/2020⁽⁹⁾	01/10/2022⁽⁹⁾	Common Shares	44,191	8.1⁽⁹⁾	I	See footnotes⁽⁷⁾⁽⁸⁾

Explanation of Responses:

1. The Class A Preferred Shares are convertible into Common Shares on a one-for-5.339 basis. Upon the closing of the Issuer's initial public offering, the Class A Preferred Shares will convert into the number of Common Shares shown in column 3. The Class A Preferred Shares have no expiration date.

2. The shares are held directly by Adams Street 2014 Direct Fund LP ("AS 2014").

3. The Class B Preferred Shares are convertible into Common Shares on a one-for-5.339 basis. Upon the closing of the Issuer's initial public offering, the Class B Preferred Shares will convert into the number of Common Shares shown in column 3. The Class B Preferred Shares have no expiration date.

4. The shares are held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015").

5. The shares are held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016").

6. The shares are held directly by Adams Street 2017 Direct Venture/Growth Fund LP ("AS 2017").

7. The shares are held directly by Adams Street Venture/Growth Fund VI LP ("ASVG VI").

8. Adams Street Partners, LLC as the managing member of the general partner of the general partner of AS 2014, AS 2015, AS 2016, AS 2017 and ASVG VI (collectively the "Funds"), may be deemed to beneficially own the shares held by the Funds. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by the Funds. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang disclaim beneficial ownership of the shares held by the Funds except to the extent of their pecuniary interest therein.

9. Upon the closing of the Issuer's initial public offering, the Warrants to purchase Class B Preferred Shares will become warrants to purchase Common Shares at an exercise price of $8.10 per share.

Remarks:

	ADAMS STREET PARTNERS, LLC, By: /s/ Sara Robinson Dasse	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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Fusion Pharmaceuticals (FUSN) Form 3Initial statement of insider ownership