SEC FORM 3

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^*

Valliant John

(Last)

(First)

(Middle)

C/O FUSION PHARMACEUTICALS INC.

270 LONGWOOD ROAD SOUTH

(Street)

HAMILTON

L8P 0A6

(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)

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

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)
Common Shares	531,934	I	See footnote⁽¹⁾

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)
Stock Option (Right to Buy)	⁽²⁾	02/27/2027	Common Shares	533,095	$1.02	D
Stock Option (Right to Buy)	⁽³⁾	02/27/2027	Non-Voting Common Shares	270,300	$1.02	D
Stock Option (Right to Buy)	⁽⁴⁾	04/01/2029	Common Shares	606,721	$2.35	D
Stock Option (Right to Buy)	⁽⁵⁾	01/10/2030	Non-Voting Common Shares	173,528	$2.99	D

Explanation of Responses:

1. Shares held in trust by the Centre for Probe Development and Commercialization for Valliant Consulting and Management Inc., of which the Reporting Person is the beneficial owner.

2. 25% of the shares subject to this option vested and became exercisable on February 22, 2018, with the remainder vesting in 36 substantially equal monthly installments thereafter.

3. 25% of the shares subject to this option vested and became exercisable on February 22, 2018, 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.

4. 25% of the shares subject to this option vested and became exercisable on April 1, 2020, with the remainder vesting in 36 substantially equal monthly installments thereafter.

5. 25% of the shares subject to this option shall vest and become exercisable on January 10, 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John Valliant	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).
** 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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