Sec Form 4 Filing - Tananbaum James B. @ PARDES BIOSCIENCES, INC. - 2021-12-23

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

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 Tananbaum James B. 2. Issuer Name and Ticker or Trading Symbol PARDES BIOSCIENCES, INC. [ PRDS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PARDES BIOSCIENCES, INC., 2173 SALK AVE, SUITE 250, PMB#052 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2021 (Street) CARLSBAD, CA92008 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 12/23/2021 A( 1 ) 1,000,000 A $ 10 1,000,000 I See Footnote( 1 ) Common Stock 12/23/2021 C( 2 ) 4,873,750 A $ 0 4,873,750 I See Footnote( 2 ) Common Stock 12/23/2021 A( 3 ) 7,759,072 A $ 0 7,759,072 I See Footnote( 3 ) Common Stock 602,500 I See Footnote( 4 ) Common Stock 325,000 I See Footnote( 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 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 Common Stock $ 0 12/23/2021 C( 2 ) 4,873,750 ( 2 ) ( 2 ) Common Stock 4,873,750 $ 0 0 I See Footnote( 2 ) Stock Option (right to buy) $ 9.8 12/23/2021 A 75,000 ( 5 ) 12/22/2031 Common Stock 75,000 $ 0 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tananbaum James B. C/O PARDES BIOSCIENCES, INC. 2173 SALK AVE, SUITE 250, PMB#052 CARLSBAD, CA92008 X X Foresite Capital Fund V, L.P. 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR, CA94939 X Foresite Capital Management V, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR, CA94939 X Foresite Capital Opportunity Fund V, L.P. 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR, CA94939 X Foresite Capital Opportunity Management V, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR, CA94939 X Signatures /s/ Elizabeth Lacy, Attorney-in-Fact for James B. Tananbaum 12/28/2021 Signature of Reporting Person Date /s/ Dennis Ryan, on behalf of Foresite Capital Fund V, L.P. 12/28/2021 Signature of Reporting Person Date /s/ Dennis Ryan, on behalf of Foresite Capital Management V, LLC 12/28/2021 Signature of Reporting Person Date /s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Fund V, L.P. 12/28/2021 Signature of Reporting Person Date /s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Management V, LLC 12/28/2021 Signature of Reporting Person Date /s/ Dennis Ryan, as Attorney-in-Fact for Foresite Capital Fund V, L.P., Foresite Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P. and Foresite Capital Opportunity Management V, LLC 12/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") and Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P."), the sole shareholders of FS Development Holdings II, LLC ("FSD Holdings II"), were issued 500,000 shares of common stock obtained in private placement of public securities on December 23, 2021. Foresite Capital Management V, LLC ("FCMVLLC") and Foresite Capital Opportunity Management V, LLC ("FCOMVLLC") are general partners, respectively, of Capital Fund V L.P. and Opportunity Fund V L.P. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum, in his capacity as managing member of each of FCMVLLC and FCOMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. ( 2 )In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. ( 3 )In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, 4,237,940 shares and 1,273,577 shares of Series A Preferred Stock of the target company in the business combination (formerly known as Pardes Biosciences, Inc.), held, respectively, by Capital Fund V L.P. and Opportunity Fund V L.P., were converted into 5,966,140 and 1,792,932 shares of common stock, respectively, of the Issuer. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. ( 4 )These shares of the Issuer's common stock are held of record by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. ( 5 )This option shall vest in substantially equal monthly installments over three years, subject to a continued service relationship. The vested shares subject to such option shall be exercisable upon the effectiveness of the Issuer's registration statement on Form S-8, registering the shares of the Issuer's 2021 Stock Option and Incentive Plan with the U.S. Securities and Exchange Commission ( 6 )Each of Capital Fund V L.P. and Opportunity Fund V L.P. hold 162,500 shares of the Issuer's common stock. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum, in his capacity as managing member of each of FCMVLLC and FCOMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

Remarks: Exhibit 24 - Power of Attorney

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.