Sec Form 3 Filing - FS Development Holdings II, LLC @ FS Development Corp. II - 2021-02-16

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
FS Development Holdings II, LLC
2. Issuer Name and Ticker or Trading Symbol
FS Development Corp. II [ FSII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director by deputization
(Last) (First) (Middle)
C/O FS DEVELOPMENT CORP. II, 600 MONTGOMERY STREET, SUITE 4500
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2021
(Street)
SAN FRANCISCO, CA94111
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
Class B Common Stock $ 0 ( 1 ) ( 1 ) Class A Common Stock 5,031,250 ( 2 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FS Development Holdings II, LLC
C/O FS DEVELOPMENT CORP. II
600 MONTGOMERY STREET, SUITE 4500
SAN FRANCISCO, CA94111
X Director by deputization
Foresite Capital Fund V, L.P.
600 MONTGOMERY STREET, SUITE 4500
SAN FRANCISCO, CA94111
X
Foresite Capital Management V, LLC
600 MONTGOMERY STREET, SUITE 4500
SAN FRANCISCO, CA94111
X
Signatures
/s/ Dennis Ryan on behalf of FS Development Holdings II, LLC 02/16/2021
Signature of Reporting Person Date
/s/ Dennis Ryan on behalf of Foresite Capital Management V, LLC 02/16/2021
Signature of Reporting Person Date
/s/ Dennis Ryan on behalf of Foresite Capital Fund V, L.P. 02/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )The shares of Class B common stock owned by the Reporting Person includes up to 656,250 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement.
( 3 )FS Development Holdings II, LLC is the record holder of the shares reported herein. Foresite Capital Management V, LLC ("FCM V"), as the general partner of Foresite Capital Fund V, L.P., the sole member of FS Development Holdings II, LLC, has voting and investment discretion with respect to the common stock held of record by FS Development Holdings II, LLC. Dr. James Tananbaum, in his capacity as managing member of FCM V, may be deemed to have sole voting and investment discretion over these shares. Each of FCM V, its members and Dr. Tananbaum disclaim beneficial ownership of these shares except to the extent of any 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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