SEC FORM 3

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^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2020

3. Issuer Name and Ticker or Trading Symbol
iTeos Therapeutics, Inc. [ ITOS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
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)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,269,230⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	84,655⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	43,687⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽⁸⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	801,619⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽⁹⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	42,605⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽¹⁰⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,820⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽¹¹⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,397,574⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽¹²⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	724,702⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽⁶⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	48,336⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽⁷⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	24,944⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽⁸⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	457,706⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽⁹⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	24,326⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽¹⁰⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	9,033⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽¹¹⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	797,983⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽¹²⁾

1. Name and Address of Reporting Person^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

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

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

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

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

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.

Remarks:

* affiliated funds of Reporting Person

	/s/ Ansbert Gadicke, Ansbert Gadicke	07/23/2020
	/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.	07/23/2020
	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC	07/23/2020
	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP	07/23/2020
	/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.	07/23/2020
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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