Sec Form 4 Filing - Tananbaum James B. @ PARDES BIOSCIENCES, INC. - 2023-08-31

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 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2023 (Street) LARKSPUR, CA94939 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 08/31/2023 D( 1 ) 16,813,146 D 0 I See Footnote ( 2 ) Common Stock 08/31/2023 J( 3 ) 1,000 A 1,000 I See Footnote ( 4 )

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 Stock Option (Right to Buy) $ 1.87 08/31/2023 D 37,500 ( 5 ) 05/31/2033( 5 ) Common Stock 37,500 ( 5 ) 0 D Stock Option (Right to Buy) $ 5.21 08/31/2023 D 37,500 ( 6 ) 06/07/2032( 6 ) Common Stock 37,500 ( 6 ) 0 D Stock Option (Right to Buy) $ 9.8 08/31/2023 D 75,000 ( 6 ) 12/22/2031( 6 ) Common Stock 75,000 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tananbaum James B. 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR, CA94939 X X President and CEO FS Development Holdings II, LLC 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 Foresite Capital Fund V, L.P. 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR, CA94939 X Signatures /s/ James B. Tananbaum 08/31/2023 Signature of Reporting Person Date FS Development Holdings II, LLC /s/ Dennis Ryan Attorney-In-Fact 08/31/2023 Signature of Reporting Person Date Foresite Capital Management V, LLC /s/ Dennis Ryan Attorney-In-Fact 08/31/2023 Signature of Reporting Person Date Foresite Capital Opportunity Fund V, L.P. /s/ Dennis Ryan Attorney-In-Fact 08/31/2023 Signature of Reporting Person Date Foresite Capital Opportunity Management V, LLC /s/ Dennis Ryan Attorney-In-Fact 08/31/2023 Signature of Reporting Person Date Foresite Capital Fund V, L.P. /s/ Dennis Ryan Attorney-In-Fact 08/31/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated July 16, 2023, by and among Pardes Biosciences, Inc. (the "Issuer"), MediPacific, Inc. ("Parent") and MediPacific Sub, Inc. ("Purchaser"), a wholly-owned subsidiary of Parent, pursuant to which Purchaser completed a tender offer (the "Offer") for shares of the Issuer, $0.0001 par value per share, and thereafter merged with and into the Issuer (the "Merger") effective as of August 31, 2023 (the "Effective Time"). In accordance with the terms of the Merger Agreement, at the Effective Time, the 16,813,146 shares beneficially owned by the Reporting Persons were automatically cancelled for no consideration. ( 2 )Consisted of shares beneficially owned by FS Development Holdings II, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P., Foresite Capital Opportunity Management V, LLC and Foresite Capital Fund V, L.P., and of which Dr. Tananbaum may be deemed to have had a pecuniary interest. ( 3 )At the Effective Time, Merger Sub merged with and into the Issuer pursuant to Section 251(h) of the Delaware General Corporation Law, and each share of common stock of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into and became one share of common stock, par value $0.0001 of the Issuer (representing 1,000 shares in the aggregate), with the Issuer surviving as a wholly owned subsidiary of Parent. ( 4 )The shares are beneficially owned by Parent. Parent is wholly owned by Foresite Capital Opportunity Fund V, L.P. Dr. Tananbaum is the managing member of Foresite Capital Opportunity Management V, LLC, which is the general partner of Foresite Capital Opportunity Fund V, L.P. Dr. Tananbaum may be deemed to have a pecuniary interest in the shares beneficially owned by Parent. ( 5 )On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto. ( 6 )On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.

Remarks: James Tananbaum may be deemed to be a member of a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with Parent, FS Development Holdings II, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Management V, LLC, Foresite Capital Fund V, L.P., and Foresite Capital Opportunity Fund V, L.P. (collectively, the "Foresite Parties"). Dr. Tananbaum disclaims beneficial ownership of the securities owned by the Foresite Parties except to the extent of his pecuniary interest therein.

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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