iTeos Therapeutics | SEC Filing

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SEC FORM 4 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^*

MPM BioVentures 2014, L.P.

(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)
07/28/2020

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	07/28/2020		C		1,269,230⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	1,269,230	I	See Footnote⁽⁵⁾
Common Stock	07/28/2020		C		84,655⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	84,655	I	See Footnote⁽⁵⁾
Common Stock	07/28/2020		C		43,687⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	43,687	I	See Footnote⁽⁵⁾
Common Stock	07/28/2020		C		801,619⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	801,619	I	See Footnote⁽⁶⁾
Common Stock	07/28/2020		C		42,605⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	42,605	I	See Footnote⁽⁶⁾
Common Stock	07/28/2020		C		15,820⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	15,820	I	See Footnote⁽⁶⁾
Common Stock	07/28/2020		C		724,702⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	1,993,932	I	See Footnote⁽⁵⁾
Common Stock	07/28/2020		C		48,336⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	132,991	I	See Footnote⁽⁵⁾
Common Stock	07/28/2020		C		24,944⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	68,381	I	See Footnote⁽⁵⁾
Common Stock	07/28/2020		C		457,706⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	1,259,325	I	See Footnote⁽⁶⁾
Common Stock	07/28/2020		C		24,326⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	66,931	I	See Footnote⁽⁶⁾
Common Stock	07/28/2020		C		9,033⁽²⁾⁽³⁾⁽⁴⁾⁽¹²⁾	A	⁽²⁾⁽³⁾⁽⁴⁾	24,853	I	See Footnote⁽⁶⁾
Common Stock	07/28/2020		P		89,955⁽⁸⁾	A	$19	2,083,887	I	See Footnote⁽⁸⁾
Common Stock	07/28/2020		P		5,994⁽⁹⁾	A	$19	138,985	I	See Footnote⁽⁹⁾
Common Stock	07/28/2020		P		3,096⁽¹⁰⁾	A	$19	71,727	I	See Footnote⁽¹⁰⁾
Common Stock	07/28/2020		P		56,814⁽¹¹⁾	A	$19	1,316,139	I	See Footnote⁽¹¹⁾
Common Stock	07/28/2020		P		3,020⁽¹²⁾	A	$19	69,951	I	See Footnote⁽¹²⁾
Common Stock	07/28/2020		P		1,121⁽¹³⁾	A	$19	25,974	I	See Footnote⁽¹³⁾

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)
Series B Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			3,824,591⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	1,269,230⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁵⁾
Series B Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			255,094⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	84,655⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁵⁾
Series B Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			131,645⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	43,687⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁵⁾
Series B Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			2,415,530⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	801,619⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁶⁾
Series B Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			128,384⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	42,605⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁶⁾
Series B Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			47,674⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	15,820⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁶⁾
Series B-2 Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			2,361,805⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	724,702⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁵⁾
Series B-2 Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			157,529⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	48,336⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁵⁾
Series B-2 Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			81,295⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	24,944⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁵⁾
Series B-2 Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			1,491,666⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	457,706⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁶⁾
Series B-2 Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			79,281⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	24,326⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁶⁾
Series B-2 Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	07/28/2020		C			29,440⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	9,033⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽³⁾⁽⁴⁾	0	I	See Footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

MPM BioVentures 2014, 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 BioVentures 2018 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 BioVentures 2018 GP LLC

(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. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

2. The shares of Series B Convertible Preferred stock held by MPM BioVentures 2014 LP ("BV 2014") 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 BioVentures 2014 (B) LP ("BV 2014(B)") 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 BioVentures 2018 LP ("BV 2018") 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 BioVentures 2018 (B) LP ("BV 2018(B)") 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-2 Convertible Preferred stock held by BV 2014 will convert automatically into 724,702 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 BV 2014(B) will convert automatically into 48,336 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 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 BV 2018 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 BV 2018(B) will convert automatically into 24,326 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 2018 LLC will convert automatically into 9,033 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.

5. MPM BioVentures 2014 GP LLC and MPM BioVentures 2014 LLC ("2014 BV LLC") are the direct and indirect general partners of BV 2014 and BV 2014(B). Luke Evnin, Ansbert Gadicke and Todd Foley are the managing directors of 2014 BV LLC and members of MPM Asset Management Investors BV2014 LLC.

6. MPM BioVentures 2018 GP LLC and MPM BioVentures 2018 LLC ("2018 BV LLC") are the direct and indirect general partners of BV 2018 and BV 2018(B). Luke Evnin, Ansbert Gadicke, Todd Foley and Edward Hurwitz are the managing directors of 2018 BV LLC and members of MPM Asset Management Investors BV2018 LLC.

7. 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. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

8. On July 28, 2020, BV 2014 purchased 89,955 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

9. On July 28, 2020, BV 2014(B) purchased 5,994 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

10. On July 28, 2020, MPM Asset Management Investors BV 2014 LLC purchased 3,096 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

11. On July 28, 2020, BV 2018 purchased 56,814 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

12. On July 28, 2020, BV 2018(B) purchased 3,020 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

13. On July 28, 2020, MPM Asset Management Investors BV 2018 LLC purchased 1,121 shares of Common Stock of the Issuer at a price of $19.00 per share pursuant to an underwritten public offering.

Remarks:

Form 2 of 2.

	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC	07/29/2020
	/s/ Ansbert Gadicke, managing director of MPM BioVentures 2018 LLC, the managing member of MPM BioVentures 2018 GP LLC	07/29/2020
	** Signature of Reporting Person	Date
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