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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Tananbaum James B. (Last) (First) (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150 (Street) LARKSPUR CA 94939 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 12/22/2021
	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	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 (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

1. Name and Address of Reporting Person* Tananbaum James B. (Last) (First) (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150 (Street) LARKSPUR CA 94939 (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* Foresite Capital Fund V, L.P. (Last) (First) (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150 (Street) LARKSPUR CA 94939 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Foresite Capital Management V, LLC (Last) (First) (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150 (Street) LARKSPUR CA 94939 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Foresite Capital Opportunity Fund V, L.P. (Last) (First) (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150 (Street) LARKSPUR CA 94939 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Foresite Capital Opportunity Management V, LLC (Last) (First) (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150 (Street) LARKSPUR CA 94939 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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.

	/s/ Dennis Ryan, Attorney-in-Fact for James B. Tananbaum	12/23/2021
	/s/ Dennis Ryan, on behalf of Foresite Capital Fund V, L.P.	12/23/2021
	/s/ Dennis Ryan, on behalf of Foresite Capital Management V, LLC	12/23/2021
	/s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Fund V, L.P.	12/23/2021
	/s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Management V, LLC	12/23/2021
	/s/ Dennis Ryan, as Attorney-in-Fact	12/23/2021
	** Signature of Reporting Person	Date
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