ARIAD Pharmaceuticals Form 3 Initial statement of insider ownership

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^*

TAKEDA PHARMACEUTICAL CO LTD

(Last)

(First)

(Middle)

1-1, NIHONBASHI-HONCHO 2-CHOME

(Street)

CHUO-KU, TOKYO

103-8668

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2021

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)

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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,615,427	⁽¹⁾	I	See explanation⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

TAKEDA PHARMACEUTICAL CO LTD

(Last)

(First)

(Middle)

1-1, NIHONBASHI-HONCHO 2-CHOME

(Street)

CHUO-KU, TOKYO

103-8668

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ARIAD PHARMACEUTICALS INC

(Last)

(First)

(Middle)

40 LANDSDOWNE STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares of the Issuers Series A Preferred Stock are expected to convert on a one-for-one basis into the number of shares of the Issuers common stock, par value $0.0001 per share (Common Stock), shown in Column 3 immediately upon the closing of the Issuers initial public offering without payment of additional consideration. The Series A Preferred Stock has no expiration date.

2. This statement is being filed jointly by Takeda Pharmaceutical Company Limited and ARIAD Pharmaceuticals, Inc.

3. Takeda Pharmaceutical Company Limiteds beneficial ownership of the reported securities is comprised of 1,615,427 shares of Series A Preferred Stock held by ARIAD Pharmaceuticals, Inc. ARIAD Pharmaceuticals, Inc., is a direct, wholly owned subsidiary of Takeda Pharmaceuticals U.S.A. Inc., which is a direct subsidiary of Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.3%). Takeda Pharmaceuticals International AG is a direct, wholly owned subsidiary of Takeda Pharmaceutical Company Limited.

Remarks:

	/s/ Yoshihiro Nakagawa, Corporate Officer, Global General Counsel of Takeda Pharmaceutical Company Limited	10/06/2021
	/s/ Paul Sundberg, Attorney-in-Fact for ARIAD Pharmaceuticals, Inc.	10/06/2021
	** 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).
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ARIAD Pharmaceuticals (ARIA) Form 3Initial statement of insider ownership