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^*

Detheux Michel

(Last)

(First)

(Middle)

139 MAIN 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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	12/20/2021		M⁽¹⁾		9,111	A	$4.3	87,311	D
Common Stock	12/20/2021		S⁽¹⁾		9,111	D	$43.94⁽²⁾	78,200	D
Common Stock	12/21/2021		M⁽¹⁾		19,226	A	$4.3	97,426	D
Common Stock	12/21/2021		S⁽¹⁾		13,646	D	$44.15⁽³⁾	83,780	D
Common Stock	12/21/2021		S⁽¹⁾		5,580	D	$45.06⁽⁴⁾	78,200	D
Common Stock	12/22/2021		M⁽¹⁾		1,663	A	$4.3	79,863	D
Common Stock	12/22/2021		S⁽¹⁾		1,514	D	$44.31⁽⁵⁾	78,349	D
Common Stock	12/22/2021		S⁽¹⁾		149	D	$44.92	78,200	D
Common Stock	12/22/2021		S⁽¹⁾		5,007	D	$44.62⁽⁶⁾	73,193	D
Common Stock	12/22/2021		S⁽¹⁾		9,493	D	$45.37⁽⁷⁾	63,700	D

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)
Stock Option (Right to Buy)	$4.3	12/02/2021		G⁽⁸⁾	V		313,442	⁽⁹⁾	06/11/2025	Common Stock	403,442	$0.00	90,000	D
Stock Option (Right to Buy)	$4.3	12/02/2021		G⁽⁸⁾	V	313,442		⁽⁹⁾	06/11/2025	Common Stock	313,442	$0.00	313,442	I	By MG3A⁽⁸⁾
Stock Option (Right to Buy)	$4.23	12/02/2021		G⁽⁸⁾	V		185,000	⁽¹⁰⁾	05/01/2030	Common Stock	340,964	$0.00	155,964	D
Stock Option (Right to Buy)	$4.23	12/02/2021		G⁽⁸⁾	V	185,000		⁽¹⁰⁾	05/01/2030	Common Stock	185,000	$0.00	185,000	I	By MG3A⁽⁸⁾
Stock Option (Right to Buy)	$6.15	12/02/2021		G⁽⁸⁾	V		52,700	⁽¹¹⁾	06/18/2030	Common Stock	70,244	$0.00	17,544	D
Stock Option (Right to Buy)	$6.15	12/02/2021		G⁽⁸⁾	V	52,700		⁽¹¹⁾	06/18/2030	Common Stock	52,700	$0.00	52,700	I	By MG3A⁽⁸⁾
Stock Option (Right to Buy)	$19	12/02/2021		G⁽⁸⁾	V		776,600	⁽¹²⁾	07/23/2030	Common Stock	1,035,424	$0.00	258,824	D
Stock Option (Right to Buy)	$19	12/02/2021		G⁽⁸⁾	V	776,600		⁽¹²⁾	07/23/2030	Common Stock	776,600	$0.00	776,600	I	By MG3A⁽⁸⁾
Stock Option (Right to Buy)	$41.58	12/02/2021		G⁽⁸⁾	V		106,200	⁽¹³⁾	03/01/2031	Common Stock	144,000	$0.00	37,800	D
Stock Option (Right to Buy)	$41.58	12/02/2021		G⁽⁸⁾	V	106,200		⁽¹³⁾	03/01/2031	Common Stock	106,200	$0.00	106,200	I	By MG3A⁽⁸⁾
Stock Option (Right to Buy)	$4.3	12/20/2021		M⁽¹⁾			9,111	⁽⁹⁾	06/11/2025	Common Stock	9,111	$0.00	80,889	D
Stock Option (Right to Buy)	$4.3	12/21/2021		M⁽¹⁾			19,226	⁽⁹⁾	06/11/2025	Common Stock	19,226	$0.00	61,663	D
Stock Option (Right to Buy)	$4.3	12/22/2021		M⁽¹⁾			1,663	⁽⁹⁾	06/11/2025	Common Stock	1,663	$0.00	60,000	D

Explanation of Responses:

1. The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 18, 2021.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.8 to $44.2, inclusive. The reporting person undertakes to provide to iTeos Therapeutics, Inc., any security holder of iTeos Therapeutics, Inc., 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 ranges set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.8 to $44.79, inclusive. The reporting person undertakes to provide to iTeos Therapeutics, Inc., any security holder of iTeos Therapeutics, Inc., 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 ranges set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.825 to $45.29, inclusive. The reporting person undertakes to provide to iTeos Therapeutics, Inc., any security holder of iTeos Therapeutics, Inc., 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 ranges set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.85 to $44.73, inclusive. The reporting person undertakes to provide to iTeos Therapeutics, Inc., any security holder of iTeos Therapeutics, Inc., 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 ranges set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.12 to $45.11, inclusive. The reporting person undertakes to provide to iTeos Therapeutics, Inc., any security holder of iTeos Therapeutics, Inc., 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 ranges set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.15 to $45.83, inclusive. The reporting person undertakes to provide to iTeos Therapeutics, Inc., any security holder of iTeos Therapeutics, Inc., 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 ranges set forth in this footnote.

8. The reporting person transferred these stock options to MG3A, a Belgian partnership of which the reporting person is the manager and the reporting person's spouse is the successor manager.

9. One-fourth of the shares subject to the stock option vested on January 1, 2019. Thereafter, 1/48 of the shares subject to the stock option vest on a monthly basis, subject to the reporting person's continuous service relationship with the Issuer through each applicable vesting date.

10. One-fourth of the shares subject to the stock option vested on May 1, 2021. Thereafter, 1/48 of the shares subject to the stock option vest on a monthly basis, subject to the reporting person's continuous service relationship with the Issuer through each applicable vesting date.

11. One-fourth of the shares subject to the stock option vested on June 1, 2021. Thereafter, 1/48 of the shares subject to the stock option vest on a monthly basis, subject to the reporting person's continuous service relationship with the Issuer through each applicable vesting date.

12. One-fourth of the shares subject to the stock option vested on July 23, 2021. Thereafter, 1/48 of the shares subject to the stock option vest on a monthly basis, subject to the reporting person's continuous service relationship with the Issuer through each applicable vesting date.

13. One-fourth of the shares subject to the stock option will vest on March 1, 2022, subject to the reporting person's continuous service relationship with the Issuer. Thereafter, 1/48 of the shares subject to the stock option vest on a monthly basis, subject to the reporting person's continuous service relationship with the Issuer through each applicable vesting date.

Remarks:

	/s/ Adi Osovsky, as Attorney-in-Fact	12/22/2021
	** 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).
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