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*
HealthCap VII, L.P.

(Last) (First) (Middle)
C/O HEALTHCAP VII GP S.A.,
18 AVENUE OF D'OUCHY

(Street)
LAUSANNE V8 CH-1006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fusion Pharmaceuticals Inc. [ FUSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2020
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 Shares 06/30/2020 C 2,497,345 A (1) 2,497,345 I See Footnote(2)
Common Shares 06/30/2020 C 1,069,902 A (3) 3,567,247 I See Footnote(2)
Common Shares 06/30/2020 P 240,000 A $17 3,807,247 I See Footnote(2)
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
Class A Preferred Exchangeable Shares(1) (1) 06/30/2020 C 13,333,333 (1) (1) Common Shares 2,497,345 (1) 0 I See Footnote(2)
Class B Preferred Exchangeable Shares(3) (3) 06/30/2020 C 5,712,216 (3) (3) Common Shares 1,069,902 (3) 0 I See Footnote(2)
1. Name and Address of Reporting Person*
HealthCap VII, L.P.

(Last) (First) (Middle)
C/O HEALTHCAP VII GP S.A.,
18 AVENUE OF D'OUCHY

(Street)
LAUSANNE V8 CH-1006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HealthCap VII GP S.A.

(Last) (First) (Middle)
C/O HEALTHCAP VII GP S.A.,
18 AVENUE OF D'OUCHY

(Street)
LAUSANNE V8 CH-1006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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 were 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 were redeemed into Class A Preferred Shares of the Issuer on a one-for-one basis, which subsequently converted into Common Shares of the Issuer on a one-for-5.339 basis.
2. The securities are directly held 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. Johan Christenson has an indirect interest in HCSA and is an employee of HealthCap VII Advisor AB. Each of the General Partner and Dr. Christenson disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that the General Partner or Dr. Christenson is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
3. Represents Class B Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited. The Class B Preferred Exchangeable Shares of Fusion Pharmaceuticals (Ireland) Limited were 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 were redeemed into Class B Preferred Shares of the Issuer on a one-for-one basis, which subsequently converted into Common Shares of the Issuer on a one-for-5.339 basis.
Remarks:
/s/ HealthCap VII L.P., By: By: HealthCap VII GP S.A., its general partner, By: /s/ Dag Richter, Name: Dag Richter, Title: Director, and By: /s/ Fabrice Bernhard, Name: Fabrice Bernhard, Title: General Manager 07/02/2020
/s/ HealthCap VII GP S.A., By: /s/ Dag Richter, Name: Dag Richter, Title: Director, and By: /s/ Fabrice Bernhard, Name: Fabrice Bernhard, Title: General Manager 07/02/2020
** 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 4 (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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