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