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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
12/03/2021
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 12/03/2021 S(1) 29,402(2)(3) D $34.68(4) 4,784,185 I See Footnote(5)
Common Stock 12/03/2021 S(1) 4,047(6) D $35.44(7) 4,780,138 I See Footnote(8)
Common Stock 12/03/2021 S(1) 300(9) D $36.26 4,779,838 I See Footnote(10)
Common Stock 12/06/2021 S(1) 14,173(11) D $32.35(12) 4,765,665 I See Footnote(13)
Common Stock 12/06/2021 S(1) 1,960(14) D $33.57(15) 4,763,705 I See Footnote(16)
Common Stock 12/06/2021 S(1) 850(17) D $34.08(18) 4,762,855 I See Footnote(19)
Common Stock 12/06/2021 S(1) 100(20) D $35.04 4,762,755 I See Footnote(21)
Common Stock 12/07/2021 S(1) 30,059(22) D $33.15(23) 4,732,696 I See Footnote(24)
Common Stock 12/07/2021 S(1) 2,499(25) D $34.11(26) 4,730,197 I See Footnote(27)
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. 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.
3. The shares were sold as follows: 10,467 by MPM BioVentures 2014, L.P. ("BV 2014"), 359 by MPM Asset Management Investors BV2014 LLC ("AM BV2014"), 6,612 by MPM BioVentures 2018, L.P. ("BV 2018"), 131 by MPM Asset Management Investors BV2018 LLC ("AM BV2018") and 11,833 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.15 to $35.135 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: 1,651,193 by BV 2014, 97,289 by MPM BioVentures 2014(B), L.P. ("BV 2014(B)"), 56,834 by AM BV2014, 1,042,857 by BV 2018, 48,966 by MPM BioVentures 2018(B), L.P. ("BV 2018(B)"), 20,593 by AM BV2018 and 1,866,453 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. The shares were sold as follows: 1,441 by BV 2014, 50 by AM BV2014, 910 by BV 2018, 18 by AM BV2018 and 1,628 by UBS Oncology.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.15 to $36.06 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.
8. The shares are held as follows: 1,649,752 by BV 2014, 97,289 by BV 2014(B), 56,784 by AM BV2014, 1,041,947 by BV 2018, 48,966 by BV 2018(B), 20,575 by AM BV2018 and 1,864,825 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: 107 by BV 2014, 4 by AM BV2014, 67 by BV 2018, 1 by AM BV2018 and 121 by UBS Oncology.
10. The shares are held as follows: 1,649,645 by BV 2014, 97,289 by BV 2014(B), 56,780 by AM BV2014, 1,041,880 by BV 2018, 48,966 by BV 2018(B), 20,574 by AM BV2018 and 1,864,704 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.
11. The shares were sold as follows: 5,046 by BV 2014, 173 by AM BV2014, 3,187 by BV 2018, 63 by AM BV2018 and 5,704 by UBS Oncology.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.98 to $32.975 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.
13. The shares are held as follows: 1,644,599 by BV 2014, 97,289 by BV 2014(B), 56,607 by AM BV2014, 1,038,693 by BV 2018, 48,966 by BV 2018(B), 20,511 by AM BV2018 and 1,859,000 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.
14. The shares were sold as follows: 698 by BV 2014, 24 by AM BV2014, 441 by BV 2018, 8 by AM BV2018 and 789 by UBS Oncology.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.99 to $33.98 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.
16. The shares are held as follows: 1,643,901 by BV 2014, 97,289 by, 56,583 by AM BV2014, 1,038,252 by BV 2018, 48,966 by BV 2018(B), 20,503 by AM BV2018 and 1,858,211 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.
17. The shares were sold as follows: 303 by BV 2014, 10 by AM BV2014, 191 by BV 2018, 4 by AM BV2018 and 342 by UBS Oncology.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.125 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.
19. The shares are held as follows: 1,643,598 by BV 2014, 97,289 by BV 2014(B), 56,573 by AM BV2014, 1,038,061 by BV 2018, 48,966 by BV 2018(B), 20,499 by AM BV2018 and 1,857,869 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.
20. The shares were sold as follows: 35 by BV 2014, 2 by AM BV2014, 22 by BV 2018, 1 by AM BV2018 and 40 by UBS Oncology.
21. The shares are held as follows: 1,643,563 by BV 2014, 97,289 by BV 2014(B), 56,571 by AM BV2014, 1,038,039 by BV 2018, 48,966 by BV 2018(B), 20,498 by AM BV2018 and 1,857,829 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.
22. The shares were sold as follows: 10,701 by BV 2014, 368 by AM BV2014, 6,759 by BV 2018, 134 by AM BV2018 and 12,097 by UBS Oncology.
23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.84 to $33.75 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.
24. The shares are held as follows: 1,632,862 by BV 2014, 97,289 by BV 2014(B), 56,203 by AM BV2014, 1,031,280 by BV 2018, 48,966 by BV 2018(B), 20,364 by AM BV2018 and 1,845,732 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.
25. The shares were sold as follows: 890 by BV 2014, 31 by AM BV2014, 562 by BV 2018, 11 by AM BV2018 and 1,005 by UBS Oncology.
26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.875 to $34.25 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.
27. The shares are held as follows: 1,631,972 by BV 2014, 97,289 by BV 2014(B), 56,172 by AM BV2014, 1,030,718 by BV 2018, 48,966 by BV 2018(B), 20,353 by AM BV2018 and 1,844,727 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 12/07/2021
/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 12/07/2021
/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC 12/07/2021
/s/ Ansbert Gadicke, managing partner of BioImpact Capital LLC, the general partner of Oncology Impact Fund (Cayman) Management L.P. 12/07/2021
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.