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*
Davis Aaron I.

(Last) (First) (Middle)
11682 EL CAMINO REAL, SUITE 320

(Street)
SAN DIEGO CA 92130

(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)
X Form filed by One Reporting Person
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-2 Preferred Stock (1) (1) Common Stock 2,943,568(2) (1) I See Footnote(3)
Series B-2 Preferred Stock (1) (1) Common Stock 48,691(2) (1) I See Footnote(4)
Explanation of Responses:
1. Each share of Series B-2 Convertible Preferred stock is convertible at any time, at the holder's election, into Common Stock, based on the then-applicable conversion rate and has no expiration date.
2. The shares of Series B-2 Convertible Preferred stock held by Boxer Capital, LLC ("Boxer Capital") will convert automatically into 2,943,568 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 MVA Investors, LLC ("MVA Investors") will convert automatically into 48,691 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.
3. These securities are owned directly by Boxer Capital. The Reporting Person may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) the Reporting Person, (ii) Boxer Capital, (iii) Boxer Asset Management Inc., (iv) MVA Investors and (v) Joe Lewis. The Reporting Person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein.
4. These securities are owned directly by MVA Investors. The Reporting Person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein.
Remarks:
/s/Aaron I. Davis 07/23/2020
** 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.
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