Sec Form 3 Filing - MPM BioVentures 2014, L.P. @ iTeos Therapeutics, Inc. - 2020-07-23

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
MPM BioVentures 2014, L.P.
2. Issuer Name and Ticker or Trading Symbol
iTeos Therapeutics, Inc. [ ITOS]
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)
C/O MPM CAPITAL, 450 KENDALL STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/23/2020
(Street)
CAMBRIDGE, MA02142
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
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,269,230 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 5 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 84,655 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 5 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 43,687 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 5 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 801,619 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 6 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 42,605 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 6 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 15,820 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 6 )
Series B-2 Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 724,702 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 5 )
Series B-2 Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 48,336 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 5 )
Series B-2 Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 24,944 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 5 )
Series B-2 Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 457,706 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 6 )
Series B-2 Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 24,326 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 6 )
Series B-2 Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 9,033 ( 2 ) ( 3 ) ( 4 ) I Footnote ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MPM BioVentures 2014, L.P.
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA02142
X
MPM BioVentures 2018 LLC
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA02142
X
MPM BioVentures 2018 GP LLC
C/O MPM CAPITAL
450 KENDALL STREET
CAMBRIDGE, MA02142
X
Signatures
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC 07/23/2020
Signature of Reporting Person Date
/s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC, the managing member of MPM BioVentures 2018 GP LLC 07/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B Convertible Preferred stock is convertible at any time, at the Reporting Person's election, into Common Stock, based on the then-applicable conversion rate and has no expiration date. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.
( 2 )The shares of Series B Convertible Preferred stock held by MPM BioVentures 2014 LP ("BV 2014") will convert automatically into 1,269,230 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM BioVentures 2014 (B) LP ("BV 2014(B)") will convert automatically into 84,655 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Asset Management Investors BV 2014 LLC will convert automatically into 43,687 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM BioVentures 2018 LP ("BV 2018") will convert automatically into 801,619 shares of Common Stock upon the closing of the Issuer's initial public offering.
( 3 )(Continued from footnote 2) The shares of Series B Convertible Preferred stock held by MPM BioVentures 2018 (B) LP ("BV 2018(B)") will convert automatically into 42,605 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Asset Management Investors BV 2018 LLC will convert automatically into 15,820 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by BV 2014 will convert automatically into 724,702 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by BV 2014(B) will convert automatically into 48,336 shares of Common Stock upon the closing of the Issuer's initial public offering.
( 4 )(Continued from footnote 3) The shares of Series B-2 Convertible Preferred stock held by MPM Asset Management Investors BV 2014 LLC will convert automatically into 24,944 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by BV 2018 will convert automatically into 457,706 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by BV 2018(B) will convert automatically into 24,326 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by MPM Asset Management Investors BV 2018 LLC will convert automatically into 9,033 shares of Common Stock upon the closing of the Issuer's initial public offering. These amounts reflect a 1-for-3.3115 reverse stock split which became effective on July 20, 2020.
( 5 )MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("2014 BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). Luke Evnin, Ansbert Gadicke and Todd Foley are the managing directors of 2014 BV LLC and members of MPM Asset Management Investors BV2014 LLC.
( 6 )MPM BioVentures 2018 GP LLC and MPM BioVentures 2018 LLC ("2018 BV LLC") are the direct and indirect general partners of BV 2018 and BV 2018(B). Luke Evnin, Ansbert Gadicke, Todd Foley and Edward Hurwitz are the managing directors of 2018 BV LLC and members of MPM Asset Management Investors BV2018 LLC.
( 7 )Each share of Series B-2 Convertible Preferred stock is convertible at any time, at the Reporting Person's election, into Common Stock, based on the then-applicable conversion rate and has no expiration date. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

Remarks:
Form 2 of 2.

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).

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.