0001387131-20-005975.txt : 20200625
0001387131-20-005975.hdr.sgml : 20200625
20200625201901
ACCESSION NUMBER: 0001387131-20-005975
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200625
FILED AS OF DATE: 20200625
DATE AS OF CHANGE: 20200625
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc.
CENTRAL INDEX KEY: 0001495741
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39344
FILM NUMBER: 20990688
BUSINESS ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39344
FILM NUMBER: 20990689
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39344
FILM NUMBER: 20990690
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fusion Pharmaceuticals Inc.
CENTRAL INDEX KEY: 0001805890
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: Z4
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 270 LONGWOOD ROAD SOUTH
CITY: HAMILTON
STATE: A6
ZIP: L8P 0A6
BUSINESS PHONE: 289-799-0891
MAIL ADDRESS:
STREET 1: 270 LONGWOOD ROAD SOUTH
CITY: HAMILTON
STATE: A6
ZIP: L8P 0A6
3
1
fusn-form3_062520.xml
OWNERSHIP DOCUMENT
X0206
3
2020-06-25
0
0001805890
Fusion Pharmaceuticals Inc.
FUSN
0001495741
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Class A Preferred Shares
Common Shares
1498406
I
See Explanation of Responses
Class B Preferred Shares
Common Shares
803388
I
See Explanation of Responses
Class B Preferred Share Purchase Warrants
Class B Preferred Shares
371819
I
See Explanation of Responses
David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotech GenPar V Advisors, LLC, which is the general partner of TPG Biotechnology GenPar V, L.P., which is the general partner of TPG Biotechnology Partners V, L.P. ("TPG Biotech V"), which directly holds (i) 8,000,000 Class A Preferred Shares of Fusion Pharmaceuticals Inc. (the "Issuer"), (ii) 4,289,296 Class B Preferred Shares (together with the Series A Preferred Shares, the "Preferred Shares") of the Issuer and (iii) 371,819 Class B Preferred Share Purchase Warrants (the "Warrants") of the Issuer.
Pursuant to the Articles of the Issuer (as amended, the "Articles"), the Preferred Shares are convertible, at the option of the holder, at any time into Common Shares ("Common Shares") of the Issuer at an initial conversion rate equal to one Common Share per Preferred Share. The initial conversion rate has been adjusted as a result of a 1-for-5.339 reverse share split of the Common Shares.
Pursuant to the Warrant Certificate of the Warrants, each Warrant is exercisable for one Class B Preferred Share at an initial exercise price of $1.5154. Each warrant is exercisable at any time prior to the earlier of (i) January 10, 2022, (ii) the date on which certain liquidation events or share sales occur, and (iii) the date upon which the holder becomes a defaulting purchaser under the terms of a subscription agreement.
Because of the relationship between the Reporting Persons and TPG Biotech V, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech V. Each of TPG Biotech V and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech V's or such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
6. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 7. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission.
/s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6)
2020-06-25
/s/ Gerald Neugebauer on behalf of David Bonderman (6)(7)
2020-06-25
/s/ Gerald Neugebauer on behalf of James G. Coulter (6)(7)
2020-06-25