Fusion Pharmaceuticals (FUSN) Form 4 Fusion Pharmaceuticals / James J O'Leary 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^*

O'Leary James J

(Last) (First) (Middle)

C/O FUSION PHARMACEUTICALS INC.

270 LONGWOOD ROAD SOUTH

(Street)

HAMILTON A6 L8P 0A6

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2020

4. 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 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

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
Stock Option (Right to Buy)	$4.44	03/16/2020		A		351,921		(1)	03/16/2030	Non-Voting Common Shares	351,921	$0.00	351,921	D
Stock Option (Right to Buy)	$17	06/25/2020		A		26,971		(2)	06/18/2030	Common Shares	26,971	$0.00	26,971	D
Stock Option (Right to Buy)	$17	06/25/2020		A		60,852		(3)	06/25/2030	Common Shares	60,852	$0.00	60,852	D

Explanation of Responses:

1. 25% of the shares subject to this option shall vest and become exercisable on March 16, 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.

2. 25% of the shares subject to this option shall vest and become exercisable on June 18, 2021, with the remainder vesting in 36 substantially equal monthly installments thereafter.

3. 25% of the shares subject to this option shall vest and become exercisable on June 25, 2021, with the remainder vesting in 36 substantially equal monthly installments thereafter.

Remarks:

	/s/ John Crowley, Attorney-in-Fact	06/29/2020
	** 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 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).
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