Fusion Pharmaceuticals (FUSN) Form 3 Fusion Pharmaceuticals / & JOHNSON JOHNSON 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^*

JOHNSON & JOHNSON

(Last) (First) (Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK NJ 08933

(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)

	Form filed by One Reporting Person
X	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
Class A Preferred Shares	(1)	(1)	Common Shares	1,997,876	(1)	I	By Johnson & Johnson Innovation - JJDC, Inc.(2)
Class B Preferred Shares	(3)	(3)	Common Shares	947,640	(3)	I	By Johnson & Johnson Innovation - JJDC, Inc.(2)
Warrants to purchase Class B Preferred Shares	01/10/2020(4)	01/10/2022(4)	Common Shares	89,118	8.1(4)	I	By Johnson & Johnson Innovation - JJDC, Inc.(2)

1. Name and Address of Reporting Person^*

JOHNSON & JOHNSON

(Last) (First) (Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK NJ 08933

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Johnson & Johnson Innovation - JJDC, Inc.

(Last) (First) (Middle)

410 GEORGE STREET

(Street)

NEW BRUNSWICK NJ 08901

(City) (State) (Zip)

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 reported in Column 3, for no additional consideration. The Class A Preferred Shares have no expiration date.

2. The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person.

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 reported in Column 3, for no additional consideration. The Class B Preferred Shares have no expiration date.

4. 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:

	Johnson & Johnson By: /s/ Matthew Orlando, Secretary	06/25/2020
	Johnson & Johnson Innovation - JJDC, Inc. By: /s/ Kevin Norman, Assistant Secretary	06/25/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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