Foresite Capital Fund V Form 3 Theseus Pharmaceuticals / James B. Tananbaum ownership change

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^*

Foresite Capital Management V, LLC

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE

SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2022

3. Issuer Name and Ticker or Trading Symbol
Theseus Pharmaceuticals, Inc. [ THRX ]

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

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)

	Form filed by One Reporting Person
X	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)
Common Stock	3,335,346	I	See Footnote⁽¹⁾
Common Stock	959,275	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

1. Name and Address of Reporting Person^*

Foresite Capital Management V, LLC

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE

SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Fund V, L.P.

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE

SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Opportunity Fund V, L.P.

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE

SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Opportunity Management V, LLC

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE

SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Tananbaum James B.

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE

SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Dr. Tananbaum") is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

2. The shares are owned directly by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCOM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

Remarks:

	FORESITE CAPITAL MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member	06/13/2022
	FORESITE CAPITAL FUND V, L.P., By: Foresite Capital Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member	06/13/2022
	FORESITE CAPITAL OPPORTUNITY FUND V, L.P., By: Foresite Capital Opportunity Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member	06/13/2022
	FORESITE CAPITAL OPPORTUNITY MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member	06/13/2022
	JAMES B. TANANBAUM /s/ James B. Tananbaum	06/13/2022
	** 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).
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Foresite Capital Fund V Form 3Theseus Pharmaceuticals / James B. Tananbaum ownership change