Sec Form 4 Filing - Boxer Capital, LLC @ iTeos Therapeutics, Inc. - 2020-07-28

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 Boxer Capital, LLC 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) 11682 EL CAMINO REAL, SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2020 (Street) SAN DIEGO, CA92130 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 07/28/2020 C 2,943,568 ( 1 ) ( 2 ) A 2,943,568 D ( 3 ) Common Stock 07/28/2020 C 48,691 ( 1 ) ( 2 ) A 48,691 D ( 4 ) Common Stock 07/28/2020 P 1,401,448 ( 5 ) A $ 19 4,345,016 D ( 5 ) Common Stock 07/28/2020 P 23,552 ( 6 ) A $ 19 72,243 D ( 6 )

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 Fo llowing 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-2 Preferred Stock ( 2 ) 07/28/2020 C 9,593,086 ( 1 ) ( 2 ) ( 2 ) ( 2 ) Common Stock 2,943,568 ( 1 ) ( 2 ) ( 2 ) 0 D ( 3 ) Series B-2 Preferred Stock ( 2 ) 07/28/2020 C 158,687 ( 1 ) ( 2 ) ( 2 ) ( 2 ) Common Stock 48,691 ( 1 ) ( 2 ) ( 2 ) 0 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boxer Capital, LLC 11682 EL CAMINO REAL, SUITE 320 SAN DIEGO, CA92130 X Boxer Asset Management Inc. 11682 EL CAMINO REAL, SUITE 320 SAN DIEGO, CA92130 X LEWIS JOSEPH 11682 EL CAMINO REAL, SUITE 320 SAN DIEGO, CA92130 X MVA Investors, LLC 11682 EL CAMINO REAL, SUITE 320 SAN DIEGO, CA92130 X Signatures Boxer Capital, LLC, By: /s/ Aaron I. Davis, Chief Executive Officer 07/29/2020 Signature of Reporting Person Date Boxer Asset Management, Inc., By: /s/ Jason C. Callender, Director 07/29/2020 Signature of Reporting Person Date Joseph C. Lewis, /s/ Joseph C. Lewis 07/29/2020 Signature of Reporting Person Date MVA Investors, LLC, By: /s/ Aaron I. Davis, Chief Executive Officer 07/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The shares of Series B-2 Convertible Preferred stock held by Boxer Capital, LLC ("Boxer Capital") will convert automatically into 2,943,568 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 MVA Investors, LLC ("MVA Investors") will convert automatically into 48,691 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. ( 3 )These securities are owned directly by Boxer Capital, which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc., (iii) MVA Investors, (iv) Aaron I. Davis, and (v) Joe Lewis (collectively, the "Boxer Group"). Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it does not have a pecuniary interest therein. ( 4 )These securities are owned directly by MVA Investors. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein. ( 5 )On July 28, 2020, Boxer Capital purchased 1,401,448 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering. ( 6 )On July 28, 2020, MVA Investors purchased 23,552 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

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