FS Development Holdings II Form 4 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)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR CA 94939

(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
X	Officer (give title below)		Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2023

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	08/31/2023		D(1)		16,813,146	D	(1)	0	I	See Footnote(2)
Common Stock	08/31/2023		J(3)		1,000	A	(3)	1,000	I	See Footnote(4)

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)	$1.87	08/31/2023		D		37,500		(5)	05/31/2033(5)	Common Stock	37,500	(5)	0	D
Stock Option (Right to Buy)	$5.21	08/31/2023		D		37,500		(6)	06/07/2032(6)	Common Stock	37,500	(6)	0	D
Stock Option (Right to Buy)	$9.8	08/31/2023		D		75,000		(6)	12/22/2031(6)	Common Stock	75,000	(6)	0	D

1. Name and Address of Reporting Person^*

Tananbaum James B.

(Last) (First) (Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR CA 94939

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FS Development Holdings II, 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 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)

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)

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated July 16, 2023, by and among Pardes Biosciences, Inc. (the "Issuer"), MediPacific, Inc. ("Parent") and MediPacific Sub, Inc. ("Purchaser"), a wholly-owned subsidiary of Parent, pursuant to which Purchaser completed a tender offer (the "Offer") for shares of the Issuer, $0.0001 par value per share, and thereafter merged with and into the Issuer (the "Merger") effective as of August 31, 2023 (the "Effective Time"). In accordance with the terms of the Merger Agreement, at the Effective Time, the 16,813,146 shares beneficially owned by the Reporting Persons were automatically cancelled for no consideration.

2. Consisted of shares beneficially owned by FS Development Holdings II, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P., Foresite Capital Opportunity Management V, LLC and Foresite Capital Fund V, L.P., and of which Dr. Tananbaum may be deemed to have had a pecuniary interest.

3. At the Effective Time, Merger Sub merged with and into the Issuer pursuant to Section 251(h) of the Delaware General Corporation Law, and each share of common stock of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into and became one share of common stock, par value $0.0001 of the Issuer (representing 1,000 shares in the aggregate), with the Issuer surviving as a wholly owned subsidiary of Parent.

4. The shares are beneficially owned by Parent. Parent is wholly owned by Foresite Capital Opportunity Fund V, L.P. Dr. Tananbaum is the managing member of Foresite Capital Opportunity Management V, LLC, which is the general partner of Foresite Capital Opportunity Fund V, L.P. Dr. Tananbaum may be deemed to have a pecuniary interest in the shares beneficially owned by Parent.

5. On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto.

6. On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.

Remarks:

James Tananbaum may be deemed to be a member of a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with Parent, FS Development Holdings II, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Management V, LLC, Foresite Capital Fund V, L.P., and Foresite Capital Opportunity Fund V, L.P. (collectively, the "Foresite Parties"). Dr. Tananbaum disclaims beneficial ownership of the securities owned by the Foresite Parties except to the extent of his pecuniary interest therein.

	/s/ James B. Tananbaum	08/31/2023
	FS Development Holdings II, LLC /s/ Dennis Ryan Attorney-In-Fact	08/31/2023
	Foresite Capital Management V, LLC /s/ Dennis Ryan Attorney-In-Fact	08/31/2023
	Foresite Capital Opportunity Fund V, L.P. /s/ Dennis Ryan Attorney-In-Fact	08/31/2023
	Foresite Capital Opportunity Management V, LLC /s/ Dennis Ryan Attorney-In-Fact	08/31/2023
	Foresite Capital Fund V, L.P. /s/ Dennis Ryan Attorney-In-Fact	08/31/2023
	** 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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