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^*

Christenson Johan

(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
	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)

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)

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)
Class A Preferred Exchangeable Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Shares	2,497,345	⁽¹⁾	I	See footnote⁽²⁾
Class B Preferred Exchangeable Shares⁽³⁾	⁽³⁾	⁽³⁾	Common Shares	1,069,902	⁽³⁾	I	See footnote⁽²⁾
Warrants to purchase Class B Preferred Exchangeable Shares⁽⁴⁾	01/10/2020⁽⁴⁾	01/10/2020⁽⁴⁾	Common Shares	107,929	$8.1⁽⁴⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. Represents Class A Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited. The Class A Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited are redeemable into Class A Preferred Shares of the Issuer. Upon the closing of the Issuer's initial public offering, the Class A Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited will be redeemed into Class A Preferred Shares of the Issuer on a one-for-one basis, which will subsequently convert on a one-for-5.339 basis into the number of Common Shares of the Issuer shown in Column 3. The Class A Preferred Exchangeable Shares have no expiration date.

2. The securities are held directly by HealthCap VII, L.P. ("HCLP"). HealthCap VII GP SA ("HCSA") is the sole general partner of HCLP and has voting and investment control over the Shares and Preferred Stock held by HCLP. The reporting person has an indirect interest in HCSA and is an employee of HealthCap VII Advisor AB. The reporting person disclaims beneficial ownership of Shares and Preferred Stock held by HCLP except to the extent of any pecuniary interest therein.

3. Represents Class B Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited. The Class B Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited are redeemable into Class B Preferred Shares of the Issuer. Upon the closing of the Issuer's initial public offering, the Class B Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited will be redeemed into Class B Preferred Shares on a one-for-one basis, which will subsequently convert on a one-for-5.339 basis into the number of Common Shares of the Issuer shown in Column 3. The Class B Preferred Exchangeable Shares have no expiration date.

4. Represents Warrants to purchase Class B Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited. Upon the closing of the Issuer's initial public offering, the Warrants to purchase Class B Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited will become warrants to purchase Common Shares of the Issuer at an exercise price of $8.10 per share.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Johan Christenson	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.