Sec Form 3 Filing - JOHNSON & JOHNSON @ Fusion Pharmaceuticals Inc. - 2020-06-25

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
JOHNSON & JOHNSON
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)
(Last) (First) (Middle)
ONE JOHNSON & JOHNSON PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2020
(Street)
NEW BRUNSWICK, NJ08933
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Shares ( 1 ) ( 1 ) ( 1 ) Common Shares 1,997,876 I By Johnson & Johnson Innovation - JJDC, Inc. ( 2 )
Class B Preferred Shares ( 3 ) ( 3 ) ( 3 ) Common Shares 947,640 I By Johnson & Johnson Innovation - JJDC, Inc. ( 2 )
Warrants to purchase Class B Preferred Shares $ 8.1 ( 4 ) 01/10/2020( 4 ) 01/10/2022( 4 ) Common Shares 89,118 I By Johnson & Johnson Innovation - JJDC, Inc. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOHNSON & JOHNSON
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NJ08933
X
Johnson & Johnson Innovation - JJDC, Inc.
410 GEORGE STREET
NEW BRUNSWICK, NJ08901
X
Signatures
Johnson & Johnson By: /s/ Matthew Orlando, Secretary 06/25/2020
Signature of Reporting Person Date
Johnson & Johnson Innovation - JJDC, Inc. By: /s/ Kevin Norman, Assistant Secretary 06/25/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class A Preferred Shares are convertible into Common Shares on a one-for-5.339 basis. Upon the closing of the Issuer's initial public offering, the Class A Preferred Shares will convert into the number of Common Shares reported in Column 3, for no additional consideration. The Class A Preferred Shares have no expiration date.
( 2 )The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person.
( 3 )The Class B Preferred Shares are convertible into Common Shares on a one-for-5.339 basis. Upon the closing of the Issuer's initial public offering, the Class B Preferred Shares will convert into the number of Common Shares reported in Column 3, for no additional consideration. The Class B Preferred Shares have no expiration date.
( 4 )Upon the closing of the Issuer's initial public offering, the Warrants to purchase Class B Preferred Shares will become Warrants to purchase Common Shares at an exercise price of $8.10 per share.

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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