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*
GADICKE ANSBERT

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 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)
09/07/2021
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)
Code V Amount (A) or (D) Price
Common Stock 09/07/2021 S(1) 50,996(2)(3) D $29.18(4) 5,953,372 I See Footnote(5)
Common Stock 09/07/2021 J(6) 31,340(7) D $0.00 5,922,032 I See Footnote(8)
Common Stock 09/08/2021 S(1) 18,663(9) D $28.61(10) 5,903,369 I See Footnote(11)
Common Stock 09/08/2021 S(1) 1,573(12) D $29.1(13) 5,901,796 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
GADICKE ANSBERT

(Last) (First) (Middle)
C/O MPM CAPITAL
450 KENDALL STREET

(Street)
CAMBRIDGE MA 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 MA 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 MA 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 MA 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: 18,156 by MPM BioVentures 2014, L.P. ("BV 2014"), 625 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 11,467 by MPM BioVentures 2018, L.P. ("BV 2018"), 226 by MPM Asset Management Investors BV2018 LLC ("AM BV2018") and 20,522 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 $28.89 to $29.64 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: 2,050,714 by BV 2014, 128,561 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 70,585 by AM BV2014, 1,295,187 by BV 2018, 64,705 by MPM BioVentures 2018(B), L.P. ("BV 2018(B)"), 25,561 by AM BV2018 and 2,318,059 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. Represents a pro rata in-kind distribution from BV 2014(B) and BV 2018(B) to its respectve limited partners for no consideration.
7. The shares were distributed as follows: 20,848 shares by BV 2014(B) and 10,492 shares by BV 2018(B).
8. The shares are held as follows: 2,050,714 by BV 2014, 107,713 by BV 2014(B), 70,585 by AM BV2014, 1,295,187 by BV 2018, 54,213 by BV 2018(B), 25,561 by AM BV2018 and 2,318,059 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: 6,644 by BV 2014, 229 by AM BV2014, 4,196 by BV 2018, 83 by AM BV2018 and 7,511 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 $28.02 to $29.01 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: 2,044,070 by BV 2014, 107,713 by BV 2014(B), 70,356 by AM BV2014, 1,290,991 by BV 2018, 54,213 by BV 2018(B), 25,478 by AM BV2018 and 2,310,548 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: 560 by BV 2014, 19 by AM BV2014, 354 by BV 2018, 7 by AM BV2018 and 633 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 $29.04 to $29.21 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: 2,043,510 by BV 2014, 107,713 by BV 2014(B), 70,337 by AM BV2014, 1,290,637 by BV 2018, 54,213 by BV 2018(B), 25,471 by AM BV2018 and 2,309,915 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 09/08/2021
/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 09/08/2021
/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC 09/08/2021
/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P. 09/08/2021
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