iTeos Therapeutics | SEC Filing

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SEC FORM 3 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^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2020

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

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

X	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 B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,269,230⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	84,655⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	43,687⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽⁸⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	801,619⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽⁹⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	42,605⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽¹⁰⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,820⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽¹¹⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,397,574⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹⁾	I	Footnote⁽¹²⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	724,702⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽⁶⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	48,336⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽⁷⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	24,944⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽⁸⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	457,706⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽⁹⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	24,326⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽¹⁰⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	9,033⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽¹¹⁾
Series B-2 Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	797,983⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	⁽¹³⁾	I	Footnote⁽¹²⁾

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^*

MPM Oncology Impact Management GP LLC

(Last)

(First)

(Middle)

C/O MPM CAPITAL

450 KENDALL STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MPM Oncology Impact Management LP

(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. Each share of Series B Convertible Preferred stock is convertible at any time, at the Reporting Person's election, into Common Stock, based on the then-applicable conversion rate and has no expiration date.

2. The shares of Series B Convertible Preferred stock held by MPM Bio Ventures 2014 LP will convert automatically into 1,269,230 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Bio Ventures 2014 (B) LP will convert automatically into 84,655 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Asset Management Investors BV 2014 LLC will convert automatically into 43,687 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Bio Ventures 2018 LP will convert automatically into 801,619 shares of Common Stock upon the closing of the Issuer's initial public offering.

3. (Continued From footnote 2) The shares of Series B Convertible Preferred stock held by MPM Bio Ventures 2018 (B) LP will convert automatically into 42,605 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by MPM Asset Management Investors BV 2018 LLC will convert automatically into 15,820 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B Convertible Preferred stock held by UBS Oncology Impact Fund LP will convert automatically into 1,397,574 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by MPM Bio Ventures 2014 LP will convert automatically into 724,702 shares of Common Stock upon the closing of the Issuer's initial public offering.

4. (Continued From footnote 3) The shares of Series B-2 Convertible Preferred stock held by MPM Bio Ventures 2014 (B) LP will convert automatically into 48,336 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by MPM Asset Management Investors BV 2014 LLC will convert automatically into 24,944 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by MPM Bio Ventures 2018 LP will convert automatically into 457,706 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by MPM Bio Ventures 2018 (B) LP will convert automatically into 24,326 shares of Common Stock upon the closing of the Issuer's initial public offering.

5. (Continued From footnote 4) The shares of Series B-2 Convertible Preferred stock held by MPM Asset Management Investors BV 2018 LLC will convert automatically into 9,033 shares of Common Stock upon the closing of the Issuer's initial public offering. The shares of Series B-2 Convertible Preferred stock held by UBS Oncology Impact Fund LP ("UBS Oncology") will convert automatically into 797,983 shares of Common Stock upon the closing of the Issuer's initial public offering. These amounts reflect a 1-for-3.3115 reverse stock split which became effective on July 20, 2020.

6. These securities are owned directly by MPM Bio Ventures 2014 LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

7. These securities are owned directly by MPM Bio Ventures 2014 (B) LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

8. These securities are owned directly by MPM Asset Management Investors BV 2014 LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

9. These securities are owned directly by MPM Bio Ventures 2018 LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

10. These securities are owned directly by MPM Bio Ventures 2018 (B) LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

11. These securities are owned directly by MPM Asset Management Investors BV 2018 LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

12. These securities are owned directly by UBS Oncology. MPM Oncology Impact Management GP LLC ("Oncology GP LLC") is the General Partner of MPM Oncology Impact Management LP, the General Partner of Oncology Impact Fund (Cayman) Management L.P., the General Partner of UBS Oncology. Ansbert Gadicke is the managing director of Oncology GP LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

13. Each share of Series B-2 Convertible Preferred stock is convertible at any time, at the Reporting Person's election, into Common Stock, based on the then-applicable conversion rate and has no expiration date.

Remarks:

* affiliated funds of Reporting Person

	/s/ Ansbert Gadicke, Ansbert Gadicke	07/23/2020
	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P., the GP of UBS Oncology Impact Fund L.P.	07/23/2020
	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC	07/23/2020
	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP	07/23/2020
	/s/ Ansbert Gadicke, managing director of MPM Oncology Impact Management GP LLC, the general partner of MPM Oncology Impact Management LP, the general partner of Oncology Impact Fund (Cayman) Management L.P.	07/23/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                                                                      Exhibit 24

                                   POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Michel Detheux, Matthew Call and Matthew Gall, signing singly,
the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of iTeos
                Therapeutics, Inc. (the "Company"), (i) Form ID, including any
                attached documents, to effect the assignment of codes to the
                undersigned to be used in the transmission of information to the
                United States Securities and Exchange Commission using the EDGAR
                System, (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule
                13G and (v) amendments of each thereof, in accordance with
                Section 16(a) of the Securities Exchange Act of 1934, as
                amended, and the rules thereunder;

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4 or 5, Schedule 13D. Schedule 13G or
                any amendments thereto and timely file such form with the United
                States Securities and Exchange Commission and any stock exchange
                or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorney-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney-in-fact.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney may be filed with the
United States Securities and Exchange Commission as a confirming statement of
the authority granted herein. This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an executive
officer of the Company.


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of July 23,2020.

                                        /s/ Ansbert Gadicke
                                        ---------------------------------
                                        Name: Ansbert Gadicke