Sec Form 4 Filing - Foresite Capital Management V, LLC @ PARDES BIOSCIENCES, INC. - 2023-04-05

Insider filing report for Changes in Beneficial Ownership
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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
Foresite Capital Management V, LLC
2. Issuer Name and Ticker or Trading Symbol
PARDES BIOSCIENCES, INC. [ PRDS]
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)
900 LARKSPUR LANDING CIRCLE, SUITE 150,
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2023
(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 04/05/2023 P 773,952 A $ 1.5 13,583,762 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
Foresite Capital Management V, LLC
900 LARKSPUR LANDING CIRCLE, SUITE 150
LARKSPUR, CA94939
X
Foresite Capital Fund V, L.P.
900 LARKSPUR LANDING CIRCLE, SUITE 150
SAN FRANCISCO, CA94111
X
Tananbaum James B.
C/O PARDES BIOSCIENCES, INC.
2173 SALK AVE, SUITE 250, PMB#052
CARLSBAD, CA92008
X X
Signatures
/s/ Dennis Ryan, on behalf of Foresite Capital Management V, LLC 04/06/2023
Signature of Reporting Person Date
/s/ Elizabeth Lacy, Attorney-in-Fact for James B. Tananbaum 04/06/2023
Signature of Reporting Person Date
/s/ Dennis Ryan, on behalf of Foresite Capital Fund V, L.P. 04/06/2023
Signature of Reporting Person Date
/s/ Dennis Ryan, as Attorney-in-Fact for Foresite Capital Fund V, L.P. and Foresite Capital Management V, LLC 04/06/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 5, 2023, Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") purchased 773,952 shares of the Issuer's Common Stock at an aggregate price of approximately $1.50 per share, or $1,160,928 in the aggregate, in open market purchases. Foresite Capital Management V, LLC ("FCMVLLC") is the general partner of Capital Fund V L.P. Each of FCMVLLC and Dr. Tananbaum, in his capacity as managing member of FCMVLLC, disclaims 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).
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