UBS Oncology Impact Fund Form 4 iTeos Therapeutics / ANSBERT GADICKE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2021		S⁽¹⁾		10,952⁽²⁾⁽³⁾	D	$35.49⁽⁴⁾	4,980,974	I	See Footnote⁽⁵⁾
Common Stock	11/26/2021		S⁽¹⁾		10,258⁽⁶⁾	D	$36.03⁽⁷⁾	4,970,716	I	See Footnote⁽⁸⁾
Common Stock	11/29/2021		S⁽¹⁾		16,856⁽⁹⁾	D	$34.46⁽¹⁰⁾	4,953,860	I	See Footnote⁽¹¹⁾
Common Stock	11/29/2021		S⁽¹⁾		500⁽¹²⁾	D	$35.37⁽¹³⁾	4,953,360	I	See Footnote⁽¹⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)

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)

1. Name and Address of Reporting Person^*

BioImpact Capital LLC

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

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)

Explanation of Responses:

1. Transaction effected pursuant to a plan established pursuant to Rule 10b5-1.

2. The shares were sold as follows: 3,899 by MPM BioVentures 2014, L.P. ("BV 2014"), 134 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 2,463 by MPM BioVentures 2018, L.P. ("BV 2018"), 49 by MPM Asset Management Investors BV2018 LLC ("AM BV2018") and 4,407 by UBS Oncology Impact Fund L.P. ("UBS Oncology"). MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("BV 2014 LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). BV 2014 LLC is the manager of AM BV2014. MPM BioVentures 2018 GP LLC and MPM BioVentures 2018 LLC ("BV 2018 LLC") are the direct and indirect general partners of BV 2018 and BV 2018(B). BV 2018 LLC is the manager of AM BV2018. Ansbert Gadicke is a managing director of BV 2014 LLC and BV 2018 LLC.

3. BioImpact Capital LLC ("BioImpact") is the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology Impact Fund, L.P. Ansbert Gadicke is a managing partner of BioImpact. Each of the Reporting Persons disclaims beneficial ownership of the securities herein except to the extent of his or its respective pecuniary interest therein, if any.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.915 to $35.91 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The shares are held as follows: 1,721,258 by BV 2014, 97,289 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 59,245 by AM BV2014, 1,087,109 by BV 2018, 48,966 by MPM BioVentures 2018(B), L.P. ("BV 2018(B)"), 21,453 by AM BV2018 and 1,945,654 by UBS Oncology. Each of the Reporting Persons disclaims beneficial ownership of the securities herein except to the extent of his or its respective pecuniary interest therein, if any.

6. The shares were sold as follows: 3,652 by BV 2014, 126 by AM BV2014, 2,306 by BV 2018, 45 by AM BV2018 and 4,129 by UBS Oncology.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.92 to $36.39 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The shares are held as follows: 1,717,606 by BV 2014, 97,289 by BV 2014(B), 59,119 by AM BV2014, 1,084,803 by BV 2018, 48,966 by BV 2018(B), 21,408 by AM BV2018 and 1,941,525 by UBS Oncology. Each of the Reporting Persons disclaims beneficial ownership of the securities herein except to the extent of his or its respective pecuniary interest therein, if any.

9. The shares were sold as follows: 6,001 by BV 2014, 207 by AM BV2014, 3,790 by BV 2018, 75 by AM BV2018 and 6,783 by UBS Oncology.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.06 to $34.86 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The shares are held as follows: 1,711,605 by BV 2014, 97,289 by BV 2014(B), 58,912 by AM BV2014, 1,081,013 by BV 2018, 48,966 by BV 2018(B), 21,333 by AM BV2018 and 1,934,742 by UBS Oncology. Each of the Reporting Persons disclaims beneficial ownership of the securities herein except to the extent of his or its respective pecuniary interest therein, if any.

12. The shares were sold as follows: 178 by BV 2014, 6 by AM BV2014, 112 by BV 2018, 2 by AM BV2018 and 202 by UBS Oncology.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.125 to $35.67 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. The shares are held as follows: 1,711,427 by BV 2014, 97,289 by BV 2014(B), 58,906 by AM BV2014, 1,080,901 by BV 2018, 48,966 by BV 2018(B), 21,331 by AM BV2018 and 1,934,540 by UBS Oncology. Each of the Reporting Persons disclaims beneficial ownership of the securities herein except to the extent of his or its respective pecuniary interest therein, if any.

Remarks:

	/s/ Ansbert Gadicke	11/30/2021
	/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P., the general partner of UBS Oncology Impact Fund L.P	11/30/2021
	/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC	11/30/2021
	/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P.	11/30/2021
	** Signature of Reporting Person	Date
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UBS Oncology Impact Fund Form 4iTeos Therapeutics / ANSBERT GADICKE ownership change