SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GADICKE ANSBERT

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
iTeos Therapeutics, Inc. [ ITOS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/28/2020 C 1,269,230(1)(2)(3)(4)(5) A (2)(3)(4)(5) 1,269,230 I See Footnote(6)
Common Stock 07/28/2020 C 84,655(1)(2)(3)(4)(5) A (2)(3)(4)(5) 84,655 I See Footnote(7)
Common Stock 07/28/2020 C 43,687(1)(2)(3)(4)(5) A (2)(3)(4)(5) 43,687 I See Footnote(8)
Common Stock 07/28/2020 C 801,619(1)(2)(3)(4)(5) A (2)(3)(4)(5) 801,619 I See Footnote(9)
Common Stock 07/28/2020 C 42,605(1)(2)(3)(4)(5) A (2)(3)(4)(5) 42,605 I See Footnote(10)
Common Stock 07/28/2020 C 15,820(1)(2)(3)(4)(5) A (2)(3)(4)(5) 15,820 I See Footnote(11)
Common Stock 07/28/2020 C 1,397,574(1)(2)(3)(4)(5) A (2)(3)(4)(5) 1,397,574 I See Footnote(12)
Common Stock 07/28/2020 C 724,702(2)(3)(4)(5)(13) A (2)(3)(4)(5) 1,993,932 I See Footnote(6)
Common Stock 07/28/2020 C 48,336(2)(3)(4)(5)(13) A (2)(3)(4)(5) 132,991 I See Footnote(7)
Common Stock 07/28/2020 C 24,944(2)(3)(4)(5)(13) A (2)(3)(4)(5) 68,381 I See Footnote(8)
Common Stock 07/28/2020 C 457,706(2)(3)(4)(5)(13) A (2)(3)(4)(5) 1,259,325 I See Footnote(9)
Common Stock 07/28/2020 C 24,326(2)(3)(4)(5)(13) A (2)(3)(4)(5) 66,931 I See Footnote(10)
Common Stock 07/28/2020 C 9,033(2)(3)(4)(5)(13) A (2)(3)(4)(5) 24,853 I See Footnote(11)
Common Stock 07/28/2020 C 797,983(2)(3)(4)(5)(13) A (2)(3)(4)(5) 2,195,557 I See Footnote(12)
Common Stock 07/28/2020 P 89,955(14) A $19 2,083,887 I See Footnote(14)
Common Stock 07/28/2020 P 5,994(15) A $19 138,985 I See Footnote(15)
Common Stock 07/28/2020 P 3,096(16) A $19 71,727 I See Footnote(16)
Common Stock 07/28/2020 P 56,814(17) A $19 1,316,139 I See Footnote(17)
Common Stock 07/28/2020 P 3,020(18) A $19 69,951 I See Footnote(18)
Common Stock 07/28/2020 P 1,121(19) A $19 25,974 I See Footnote(19)
Common Stock 07/28/2020 P 160,000(20) A $19 2,355,557 I See Footnote(20)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series B Preferred Stock (2)(3)(4)(5) 07/28/2020 C 3,824,591(1)(2)(3)(4)(5) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 1,269,230(1)(2)(3)(4)(5) (2)(3)(4)(5) 0 I See Footnote(6)
Series B Preferred Stock (2)(3)(4)(5) 07/28/2020 C 255,094(1)(2)(3)(4)(5) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 84,655(1)(2)(3)(4)(5) (2)(3)(4)(5) 0 I See Footnote(7)
Series B Preferred Stock (2)(3)(4)(5) 07/28/2020 C 131,645(1)(2)(3)(4)(5) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 43,687(1)(2)(3)(4)(5) (2)(3)(4)(5) 0 I See Footnote(8)
Series B Preferred Stock (2)(3)(4)(5) 07/28/2020 C 2,415,530(1)(2)(3)(4)(5) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 801,619(1)(2)(3)(4)(5) (2)(3)(4)(5) 0 I See Footnote(9)
Series B Preferred Stock (2)(3)(4)(5) 07/28/2020 C 128,384(1)(2)(3)(4)(5) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 42,605(1)(2)(3)(4)(5) (2)(3)(4)(5) 0 I See Footnote(10)
Series B Preferred Stock (2)(3)(4)(5) 07/28/2020 C 47,674(1)(2)(3)(4)(5) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 15,820(1)(2)(3)(4)(5) (2)(3)(4)(5) 0 I See Footnote(11)
Series B Preferred Stock (2)(3)(4)(5) 07/28/2020 C 4,211,330(1)(2)(3)(4)(5) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 1,397,574(1)(2)(3)(4)(5) (2)(3)(4)(5) 0 I See Footnote(12)
Series B-2 Preferred Stock (2)(3)(4)(5) 07/28/2020 C 2,361,805(2)(3)(4)(5)(13) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 724,702(2)(3)(4)(5)(13) (2)(3)(4)(5) 0 I See Footnote(6)
Series B-2 Preferred Stock (2)(3)(4)(5) 07/28/2020 C 157,529(2)(3)(4)(5)(13) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 48,336(2)(3)(4)(5)(13) (2)(3)(4)(5) 0 I See Footnote(7)
Series B-2 Preferred Stock (2)(3)(4)(5) 07/28/2020 C 81,295(2)(3)(4)(5)(13) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 24,944(2)(3)(4)(5)(13) (2)(3)(4)(5) 0 I See Footnote(8)
Series B-2 Preferred Stock (2)(3)(4)(5) 07/28/2020 C 1,491,666(2)(3)(4)(5)(13) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 457,706(2)(3)(4)(5)(13) (2)(3)(4)(5) 0 I See Footnote(9)
Series B-2 Preferred Stock (2)(3)(4)(5) 07/28/2020 C 79,281(2)(3)(4)(5)(13) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 24,326(2)(3)(4)(5)(13) (2)(3)(4)(5) 0 I See Footnote(10)
Series B-2 Preferred Stock (2)(3)(4)(5) 07/28/2020 C 29,440(2)(3)(4)(5)(13) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 9,033(2)(3)(4)(5)(13) (2)(3)(4)(5) 0 I See Footnote(11)
Series B-2 Preferred Stock (2)(3)(4)(5) 07/28/2020 C 2,600,628(2)(3)(4)(5)(13) (2)(3)(4)(5) (2)(3)(4)(5) Common Stock 797,983(2)(3)(4)(5)(13) (2)(3)(4)(5) 0 I See Footnote(12)
1. Name and Address of Reporting Person*
GADICKE ANSBERT

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
UBS Oncology Impact Fund L.P.

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
X*
1. Name and Address of Reporting Person*
MPM Oncology Impact Management GP LLC

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
X*
1. Name and Address of Reporting Person*
MPM Oncology Impact Management LP

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
X*
1. Name and Address of Reporting Person*
Oncology Impact Fund (Cayman) Management L.P.

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
X*
Explanation of Responses:
1. Each share of Series B Convertible Preferred stock is convertible at any time, at the Reporting Person's election, into Common Stock, based on the then-applicable conversion rate and has no expiration date.
2. The shares of Series B Convertible Preferred stock held by MPM Bio Ventures 2014 LP will convert automatically into 1,269,230 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Bio Ventures 2014 (B) LP will convert automatically into 84,655 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Asset Management Investors BV 2014 LLC will convert automatically into 43,687 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Bio Ventures 2018 LP will convert automatically into 801,619 shares of Common Stock upon the closing of the Issuer's initial public offering.
3. (Continued From footnote 2) The shares of Series B Convertible Preferred stock held by MPM Bio Ventures 2018 (B) LP will convert automatically into 42,605 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Asset Management Investors BV 2018 LLC will convert automatically into 15,820 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by UBS Oncology Impact Fund LP will convert automatically into 1,397,574 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by MPM Bio Ventures 2014 LP will convert automatically into 724,702 shares of Common Stock upon the closing of the Issuer's initial public offering.
4. (Continued From footnote 3) The shares of Series B-2 Convertible Preferred stock held by MPM Bio Ventures 2014 (B) LP will convert automatically into 48,336 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by MPM Asset Management Investors BV 2014 LLC will convert automatically into 24,944 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by MPM Bio Ventures 2018 LP will convert automatically into 457,706 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by MPM Bio Ventures 2018 (B) LP will convert automatically into 24,326 shares of Common Stock upon the closing of the Issuer's initial public offering.
5. (Continued From footnote 4) The shares of Series B-2 Convertible Preferred stock held by MPM Asset Management Investors BV 2018 LLC will convert automatically into 9,033 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by UBS Oncology Impact Fund LP ("UBS Oncology") will convert automatically into 797,983 shares of Common Stock upon the closing of the Issuer's initial public offering. These amounts reflect a 1-for-3.3115 reverse stock split which became effective on July 20, 2020.
6. These securities are owned directly by MPM Bio Ventures 2014 LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein
7. These securities are owned directly by MPM Bio Ventures 2014 (B) LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein
8. These securities are owned directly by MPM Asset Management Investors BV 2014 LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein
9. These securities are owned directly by MPM Bio Ventures 2018 LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
10. These securities are owned directly by MPM Bio Ventures 2018 (B) LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
11. These securities are owned directly by MPM Asset Management Investors BV 2018 LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
12. These securities are owned directly by UBS Oncology. MPM Oncology Impact Management GP LLC ("Oncology GP LLC") is the General Partner of MPM Oncology Impact Management LP, the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is the managing director of Oncology GP LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
13. Each share of Series B-2 Convertible Preferred stock is convertible at any time, at the Reporting Person's election, into Common Stock, based on the then-applicable conversion rate and has no expiration date.
14. On July 28, 2020, MPM Bio Ventures 2014 LP purchased 89,955 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
15. On July 28, 2020, MPM Bio Ventures 2014 (B) LP purchased 5,994 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
16. On July 28, 2020, MPM Asset Management Investors BV 2014 LLC purchased 3,096 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
17. On July 28, 2020, MPM Bio Ventures 2018 LP purchased 56,814 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
18. On July 28, 2020, MPM Bio Ventures 2018 (B) LP purchased 3,020 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
19. On July 28, 2020, MPM Asset Management Investors BV 2018 LLC purchased 1,121 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
20. On July 28, 2020, UBS Oncology purchased 160,000 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.
Remarks:
* affiliated funds of Reporting Person
/s/ Ansbert Gadicke, Ansbert Gadicke 07/30/2020
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P. 07/30/2020
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC 07/30/2020
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP 07/30/2020
/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P. 07/30/2020
** Signature of Reporting Person Date
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