X0306 4 2021-12-23 0 0001822711 PARDES BIOSCIENCES, INC. PRDS 0001581754 Tananbaum James B. C/O PARDES BIOSCIENCES, INC. 2173 SALK AVE, SUITE 250, PMB#052 CARLSBAD CA 92008 1 0 1 0 0001792204 Foresite Capital Fund V, L.P. 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR CA 94939 0 0 1 0 0001792206 Foresite Capital Management V, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR CA 94939 0 0 1 0 0001792205 Foresite Capital Opportunity Fund V, L.P. 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR CA 94939 0 0 1 0 0001792207 Foresite Capital Opportunity Management V, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR CA 94939 0 0 1 0 Common Stock 2021-12-23 4 A 0 1000000 10.00 A 1000000 I See Footnote Common Stock 2021-12-23 4 C 0 4873750 0.00 A 4873750 I See Footnote Common Stock 2021-12-23 4 A 0 7759072 0.00 A 7759072 I See Footnote Common Stock 602500 I See Footnote Common Stock 325000 I See Footnote Common Stock 0.00 2021-12-23 4 C 0 4873750 0.00 D Common Stock 4873750 0 I See Footnote Stock Option (right to buy) 9.80 2021-12-23 4 A 0 75000 0.00 D 2031-12-22 Common Stock 75000 75000 D 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."), the sole shareholders of FS Development Holdings II, LLC ("FSD Holdings II"), were issued 500,000 shares of common stock obtained in private placement of public securities on December 23, 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 Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum 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, 4,237,940 shares and 1,273,577 shares of Series A Preferred Stock of the target company in the business combination (formerly known as Pardes Biosciences, Inc.), held, respectively, by Capital Fund V L.P. and Opportunity Fund V L.P., were converted into 5,966,140 and 1,792,932 shares of common stock, respectively, of the Issuer. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. These shares of the Issuer's common stock are held of record by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. This option shall vest in substantially equal monthly installments over three years, subject to a continued service relationship. The vested shares subject to such option shall be exercisable upon the effectiveness of the Issuer's registration statement on Form S-8, registering the shares of the Issuer's 2021 Stock Option and Incentive Plan with the U.S. Securities and Exchange Commission Each of Capital Fund V L.P. and Opportunity Fund V L.P. hold 162,500 shares of the Issuer's common stock. 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. Exhibit 24 - Power of Attorney /s/ Elizabeth Lacy, Attorney-in-Fact for James B. Tananbaum 2021-12-28 /s/ Dennis Ryan, on behalf of Foresite Capital Fund V, L.P. 2021-12-28 /s/ Dennis Ryan, on behalf of Foresite Capital Management V, LLC 2021-12-28 /s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Fund V, L.P. 2021-12-28 /s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Management V, LLC 2021-12-28 /s/ Dennis Ryan, as Attorney-in-Fact for Foresite Capital Fund V, L.P., Foresite Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P. and Foresite Capital Opportunity Management V, LLC 2021-12-28