Sec Form 4 Filing - Tananbaum James B. @ PARDES BIOSCIENCES, INC. - 2021-12-22

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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2021 (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 12/22/2021 P( 1 ) 325,000 A $ 10 325,000 I See Footnote( 1 )

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

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 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/ Dennis Ryan, Attorney-in-Fact for James B. Tananbaum 12/23/2021 Signature of Reporting Person Date /s/ Dennis Ryan, on behalf of Foresite Capital Fund V, L.P. 12/23/2021 Signature of Reporting Person Date /s/ Dennis Ryan, on behalf of Foresite Capital Management V, LLC 12/23/2021 Signature of Reporting Person Date /s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Fund V, L.P. 12/23/2021 Signature of Reporting Person Date /s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Management V, LLC 12/23/2021 Signature of Reporting Person Date /s/ Dennis Ryan, as Attorney-in-Fact 12/23/2021 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.") purchased 162,500 shares of the Issuer's Class A Common Stock in a block trade at $10 per share on December 22, 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. In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of the Issuer's Class A Common Stock were reclassified as common stock.

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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