SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/25/2020 | 3. Issuer Name and Ticker or Trading Symbol Fusion Pharmaceuticals Inc. [ FUSN ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class A Preferred Shares | (1) | (1) | Common Shares | 1,997,876 | (1) | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) |
Class B Preferred Shares | (3) | (3) | Common Shares | 947,640 | (3) | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) |
Warrants to purchase Class B Preferred Shares | 01/10/2020(4) | 01/10/2022(4) | Common Shares | 89,118 | 8.1(4) | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Class A Preferred Shares are convertible into Common Shares on a one-for-5.339 basis. Upon the closing of the Issuer's initial public offering, the Class A Preferred Shares will convert into the number of Common Shares reported in Column 3, for no additional consideration. The Class A Preferred Shares have no expiration date. |
2. The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person. |
3. The Class B Preferred Shares are convertible into Common Shares on a one-for-5.339 basis. Upon the closing of the Issuer's initial public offering, the Class B Preferred Shares will convert into the number of Common Shares reported in Column 3, for no additional consideration. The Class B Preferred Shares have no expiration date. |
4. Upon the closing of the Issuer's initial public offering, the Warrants to purchase Class B Preferred Shares will become Warrants to purchase Common Shares at an exercise price of $8.10 per share. |
Remarks: |
Johnson & Johnson By: /s/ Matthew Orlando, Secretary | 06/25/2020 | |
Johnson & Johnson Innovation - JJDC, Inc. By: /s/ Kevin Norman, Assistant Secretary | 06/25/2020 | |
** Signature of Reporting Person | Date | |
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 5 (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. |