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*
JOHNSON & JOHNSON

(Last) (First) (Middle)
ONE JOHNSON & JOHNSON PLAZA

(Street)
NEW BRUNSWICK NJ 08933

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fusion Pharmaceuticals Inc. [ FUSN ]
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)
06/30/2020
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)
Code V Amount (A) or (D) Price
Common Shares 06/30/2020 C 2,945,516 A (1) 2,945,516 I By Johnson & Johnson Innovation - JJDC, Inc.(2)
Common Shares 06/30/2020 P 725,000 A $17 3,670,516 I By Johnson & Johnson Innovation - JJDC, Inc.(2)
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
Class A Preferred Shares (1) 06/30/2020 C 10,666,667 (1) (1) Common Shares 1,997,876 $0 0 I By Johnson & Johnson Innovation - JJDC, Inc.(2)
Class B Preferred Shares (1) 06/30/2020 C 5,059,460 (1) (1) Common Shares 947,640 $0 0 I By Johnson & Johnson Innovation - JJDC, Inc.(2)
Warrants to purchase Class B Preferred Shares (3) 06/30/2020 C 475,802 (3) (3) Class B Preferred Shares 475,802 $0 0 I By Johnson & Johnson Innovation - JJDC, Inc.(2)
Warrants to purchase Common Shares (3) 06/30/2020 C 89,118 (3) (3) Common Shares 89,118 $0 89,118 I By Johnson & Johnson Innovation - JJDC, Inc.(2)
1. Name and Address of Reporting Person*
JOHNSON & JOHNSON

(Last) (First) (Middle)
ONE JOHNSON & JOHNSON PLAZA

(Street)
NEW BRUNSWICK NJ 08933

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Johnson & Johnson Innovation - JJDC, Inc.

(Last) (First) (Middle)
410 GEORGE STREET

(Street)
NEW BRUNSWICK NJ 08901

(City) (State) (Zip)
Explanation of Responses:
1. The Class A Preferred Shares and Class B Preferred Shares automatically converted into Common Shares on a one-for-5.339 basis upon the closing of the Issuer's initial public offering, for no additional consideration. The Preferred Shares had no expiration date.
2. The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person.
3. Upon the closing of the Issuer's initial public offering, the Warrants to purchase Class B Preferred Shares converted to Warrants to purchase Common Shares at an exercise price of $8.10 per share.
Remarks:
/s/ Matthew Orlando, Secretary of Johnson & Johnson 07/02/2020
/s/ Kevin Norman, Assistant Secretary of Johnson & Johnson Innovation - JJDC, Inc. 07/02/2020
** 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 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).
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