Sec Form 4 Filing - TPG Group Holdings (SBS) Advisors, Inc. @ Fusion Pharmaceuticals Inc. - 2020-06-30

FORM 4 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 TPG Group Holdings (SBS) Advisors, Inc. 2. Issuer Name and Ticker or Trading Symbol Fusion Pharmaceuticals Inc. [ FUSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2020 (Street) FORT WORTH, TX76102 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 Common Stock 06/30/2020 C 2,301,794 A $ 0 2,301,794 I See Explanation of Responses (1)(2)(4)5) Common Stock 06/30/2020 P( 3 ) 250,000 A $ 17 2,551,794 I See Explanation of Responses ( 1 ) ( 3 ) ( 4 ) ( 5 )

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 ( 2 ) 06/30/2020 C 8,000,000 ( 2 ) ( 2 ) Common Shares 1,498,406 ( 2 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 4 ) ( 5 ) Class B Preferred Shares ( 2 ) 06/30/2020 C 4,289,296 ( 2 ) ( 2 ) Common Stock 803,388 ( 2 ) 0 I See Explanation of Responses ( 1 ) ( 2 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former 10% Owner BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former 10% Owner COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former 10% Owner Signatures /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 07/02/2020 Signature of Reporting Person Date /s/ Gerald Neugebauer on behalf of David Bonderman (6)(7) 07/02/2020 Signature of Reporting Person Date /s/ Gerald Neugebauer on behalf of James G. Coulter (6)(7) 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotech GenPar V Advisors, LLC, which is the general partner of TPG Biotechnology GenPar V, L.P., which is the general partner of TPG Biotechnology Partners V, L.P. ("TPG Biotech V"), which directly holds (i) 2,551,794 Common Shares ("Common Shares") of Fusion Pharmaceuticals Inc. (the "Issuer") and (ii) 371,819 Class B Preferred Share Purchase Warrants of the Issuer. ( 2 )Pursuant to the Articles of the Issuer (as amended, the "Articles"), on June 30, 2020, the (a) Class A Preferred Shares of the Issuer held by TPG Biotech V automatically converted into 1,498,406 Common Shares and (b) Class B Preferred Shares (together with the Series A Preferred Shares, the "Preferred Shares") of the Issuer held by TPG Biotech V automatically converted into 803,388 Common Shares. Pursuant to the Articles, the Preferred Shares had been convertible, at the option of the holder, at any time into Common Shares at an initial conversion rate equal to one Common Share per Preferred Share. The initial conversion rate had been adjusted as a result of a 1-for-5.339 reverse share split of the Common Shares. ( 3 )On June 30, 2020, in connection with the Issuer's initial public offering, TPG Biotech V acquired 250,000 shares of Common Stock at a price of $17.00 per share. ( 4 )Because of the relationship between the Reporting Persons and TPG Biotech V, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech V. Each of TPG Biotech V and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech V's or such Reporting Person's pecuniary interest therein, if any. ( 5 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks: (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission.

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).

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