Initial Statement of Beneficial Ownership (3)
October 15 2021 - 6:11PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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
*
TAKEDA PHARMACEUTICAL CO LTD |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/6/2021
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3. Issuer Name and Ticker or Trading Symbol
Theseus Pharmaceuticals, Inc. [THRX]
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(Last)
(First)
(Middle)
1-1, NIHONBASHI-HONCHO 2-CHOME |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
CHUO-KU, TOKYO, M0 103-8668
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
Series A Preferred Stock | (1) | (1) | Common Stock | 1615427.0 | (1) | I | See explanation (2)(3) |
Explanation of Responses: |
(1) | These shares of the Issuers Series A Preferred Stock are expected to convert on a one-for-one basis into the number of shares of the Issuers common stock, par value $0.0001 per share (Common Stock), shown in Column 3 immediately upon the closing of the Issuers initial public offering without payment of additional consideration. The Series A Preferred Stock has no expiration date. |
(2) | This statement is being filed jointly by Takeda Pharmaceutical Company Limited and ARIAD Pharmaceuticals, Inc. |
(3) | Takeda Pharmaceutical Company Limiteds beneficial ownership of the reported securities is comprised of 1,615,427 shares of Series A Preferred Stock held by ARIAD Pharmaceuticals, Inc. ARIAD Pharmaceuticals, Inc., is a direct, wholly owned subsidiary of Takeda Pharmaceuticals U.S.A. Inc., which is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.3%). Takeda Pharmaceuticals International AG is a direct, wholly owned subsidiary of Takeda Pharmaceutical Company Limited. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
TAKEDA PHARMACEUTICAL CO LTD 1-1, NIHONBASHI-HONCHO 2-CHOME CHUO-KU, TOKYO, M0 103-8668 |
| X |
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ARIAD PHARMACEUTICALS INC 40 LANDSDOWNE STREET CAMBRIDGE, MA 02139 |
| X |
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Signatures
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/s/ Yoshihiro Nakagawa, Corporate Officer, Global
General Counsel of Takeda Pharmaceutical Company
Limited | | 10/6/2021 |
**Signature of Reporting Person | Date |
/s/ Paul Sundberg, Attorney-in-Fact for ARIAD Pharmaceuticals, Inc. | | 10/6/2021 |
**Signature of Reporting Person | Date |
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