Tananbaum James B.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 10

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1,352,531

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.

F4 · ownership.nature: The shares are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCOM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 9

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1,041,359

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.

F4 · ownership.nature: The shares are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCOM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 8

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 481,283

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.

F4 · ownership.nature: The shares are held of record by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCOM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Opportunity Fund V, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 7

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 194,459

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.

F3 · ownership.nature: The shares are held of record by Labs Co-Invest V, LLC ("Labs Co-Invest"). FCM V is the managing member of Labs Co-Invest and may be deemed to have sole voting and dispositive power over such shares. Tananbaum, the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Exchange Act, and disclaims beneficial ownership of the shares held by Labs Co-Invest, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 6

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 5,584,889

F2 · ownership.nature: The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 5

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 5,272,389

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.

F2 · ownership.nature: The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 4

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 4,249,991

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.

F2 · ownership.nature: The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 3

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 3,627,647

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.

F2 · ownership.nature: The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 2

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 3,067,571

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.

F2 · ownership.nature: The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001104659-24-077875 · tm2418840-1_4seq1.xml · nonDerivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1,944,577

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series Seed Redeemable Convertible Preferred Stock, Series A Redeemable Convertible Preferred Stock, Series B-1 Redeemable Convertible Preferred Stock, Series B-2 Redeemable Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock automatically converted into one share of Common Stock and has no expiration date.

F2 · ownership.nature: The shares are held of record by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over such shares. James B. Tananbaum ("Tananbaum"), the managing member of FCM V, may be deemed to have sole voting and dispositive power over such shares. Tananbaum disclaims the existence of a "group", as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and disclaims beneficial ownership of the shares held by Fund V, except to the extent of such person's pecuniary interest in such securities.

SEC source: 0001415889-24-010434 · form4-04052024_040433.xml · derivative · entry 5

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 20,250 shares

Expires 2032-02-11

F5 · price: This option was cancelled pursuant to the Merger Agreement in exchange for one CVR for each share underlying such out-of-the-money option. However, please note that such CVRs will provide payment only after the amounts payable under such CVRs exceed a threshold equal to the excess of the per share exercise price of such out-of-the-money option over the Cash Amount.

F5 · derivative.exercise_date: This option was cancelled pursuant to the Merger Agreement in exchange for one CVR for each share underlying such out-of-the-money option. However, please note that such CVRs will provide payment only after the amounts payable under such CVRs exceed a threshold equal to the excess of the per share exercise price of such out-of-the-money option over the Cash Amount.

SEC source: 0001415889-24-010434 · form4-04052024_040433.xml · derivative · entry 4

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 40,501 shares

Expires 2030-12-02

F5 · price: This option was cancelled pursuant to the Merger Agreement in exchange for one CVR for each share underlying such out-of-the-money option. However, please note that such CVRs will provide payment only after the amounts payable under such CVRs exceed a threshold equal to the excess of the per share exercise price of such out-of-the-money option over the Cash Amount.

F5 · derivative.exercise_date: This option was cancelled pursuant to the Merger Agreement in exchange for one CVR for each share underlying such out-of-the-money option. However, please note that such CVRs will provide payment only after the amounts payable under such CVRs exceed a threshold equal to the excess of the per share exercise price of such out-of-the-money option over the Cash Amount.

SEC source: 0001415889-24-010434 · form4-04052024_040433.xml · nonDerivative · entry 3

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Fund

Disclosed balance after: 0

F1 · price: Disposed of pursuant to that certain Agreement and Plan of Merger, dated February 16, 2024, by and between the Issuer, XOMA Corporation and XRA 1 Corp. (the "Merger Agreement") in exchange for (i) $2.5879 in cash per share (the "Cash Amount"), plus (ii) one non-transferable contingent value right ("CVR") per share.

F4 · ownership.nature: The shares are owned directly by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCOM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001415889-24-010434 · form4-04052024_040433.xml · nonDerivative · entry 2

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Fund

Disclosed balance after: 0

F1 · price: Disposed of pursuant to that certain Agreement and Plan of Merger, dated February 16, 2024, by and between the Issuer, XOMA Corporation and XRA 1 Corp. (the "Merger Agreement") in exchange for (i) $2.5879 in cash per share (the "Cash Amount"), plus (ii) one non-transferable contingent value right ("CVR") per share.

F3 · ownership.nature: The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001415889-24-010434 · form4-04052024_040433.xml · nonDerivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Fund

Disclosed balance after: 0

F1 · price: Disposed of pursuant to that certain Agreement and Plan of Merger, dated February 16, 2024, by and between the Issuer, XOMA Corporation and XRA 1 Corp. (the "Merger Agreement") in exchange for (i) $2.5879 in cash per share (the "Cash Amount"), plus (ii) one non-transferable contingent value right ("CVR") per share.

F2 · ownership.nature: The shares are owned directly by Foresite Capital Fund IV, L.P. ("Fund IV"). Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Fund IV and may be deemed to have sole voting and dispositive power over these shares. The Reporting Person ("Dr. Tananbaum") is the sole managing member of FCM IV and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM IV and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM IV or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001140361-23-042108 · form4.xml · derivative · entry 5

Tananbaum James B. · CIK 0001581754 · Director · President and CEO · 10% owner

FS Development Holdings II, LLC · CIK 0001822712 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 75,000 shares

Expires 2031-12-22

F6 · price: On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.

F6 · derivative.exercise_date: On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.

F6 · derivative.expiration_date: On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.

SEC source: 0001140361-23-042108 · form4.xml · derivative · entry 4

Tananbaum James B. · CIK 0001581754 · Director · President and CEO · 10% owner

FS Development Holdings II, LLC · CIK 0001822712 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 37,500 shares

Expires 2032-06-07

F6 · price: On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.

F6 · derivative.exercise_date: On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.

F6 · derivative.expiration_date: On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time.

SEC source: 0001140361-23-042108 · form4.xml · derivative · entry 3

Tananbaum James B. · CIK 0001581754 · Director · President and CEO · 10% owner

FS Development Holdings II, LLC · CIK 0001822712 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 37,500 shares

Expires 2033-05-31

F5 · price: On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto.

F5 · derivative.exercise_date: On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto.

F5 · derivative.expiration_date: On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a "Company Stock Option") that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto.

SEC source: 0001140361-23-042108 · form4.xml · nonDerivative · entry 2

Tananbaum James B. · CIK 0001581754 · Director · President and CEO · 10% owner

FS Development Holdings II, LLC · CIK 0001822712 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1,000

F3 · kind: At the Effective Time, Merger Sub merged with and into the Issuer pursuant to Section 251(h) of the Delaware General Corporation Law, and each share of common stock of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into and became one share of common stock, par value $0.0001 of the Issuer (representing 1,000 shares in the aggregate), with the Issuer surviving as a wholly owned subsidiary of Parent.

F3 · price: At the Effective Time, Merger Sub merged with and into the Issuer pursuant to Section 251(h) of the Delaware General Corporation Law, and each share of common stock of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into and became one share of common stock, par value $0.0001 of the Issuer (representing 1,000 shares in the aggregate), with the Issuer surviving as a wholly owned subsidiary of Parent.

F4 · ownership.nature: The shares are beneficially owned by Parent. Parent is wholly owned by Foresite Capital Opportunity Fund V, L.P. Dr. Tananbaum is the managing member of Foresite Capital Opportunity Management V, LLC, which is the general partner of Foresite Capital Opportunity Fund V, L.P. Dr. Tananbaum may be deemed to have a pecuniary interest in the shares beneficially owned by Parent.

SEC source: 0001140361-23-042108 · form4.xml · nonDerivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · President and CEO · 10% owner

FS Development Holdings II, LLC · CIK 0001822712 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated July 16, 2023, by and among Pardes Biosciences, Inc. (the "Issuer"), MediPacific, Inc. ("Parent") and MediPacific Sub, Inc. ("Purchaser"), a wholly-owned subsidiary of Parent, pursuant to which Purchaser completed a tender offer (the "Offer") for shares of the Issuer, $0.0001 par value per share, and thereafter merged with and into the Issuer (the "Merger") effective as of August 31, 2023 (the "Effective Time"). In accordance with the terms of the Merger Agreement, at the Effective Time, the 16,813,146 shares beneficially owned by the Reporting Persons were automatically cancelled for no consideration.

F1 · price: This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated July 16, 2023, by and among Pardes Biosciences, Inc. (the "Issuer"), MediPacific, Inc. ("Parent") and MediPacific Sub, Inc. ("Purchaser"), a wholly-owned subsidiary of Parent, pursuant to which Purchaser completed a tender offer (the "Offer") for shares of the Issuer, $0.0001 par value per share, and thereafter merged with and into the Issuer (the "Merger") effective as of August 31, 2023 (the "Effective Time"). In accordance with the terms of the Merger Agreement, at the Effective Time, the 16,813,146 shares beneficially owned by the Reporting Persons were automatically cancelled for no consideration.

F2 · ownership.nature: Consisted of shares beneficially owned by FS Development Holdings II, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Fund V, L.P., Foresite Capital Opportunity Management V, LLC and Foresite Capital Fund V, L.P., and of which Dr. Tananbaum may be deemed to have had a pecuniary interest.

SEC source: 0001209191-23-042720 · doc4.xml · nonDerivative · entry 2

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Tananbaum James B. · CIK 0001581754 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 1,385,825

F2 · ownership.nature: The shares are owned directly by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCOM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-042720 · doc4.xml · nonDerivative · entry 1

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Tananbaum James B. · CIK 0001581754 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 4,108,796

F1 · ownership.nature: The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Dr. Tananbaum") is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-033684 · doc4.xml · derivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 37,500

Underlying: Common Stock · 37,500 shares

Expires 2033-05-31

F1 · derivative.exercise_date: Subject to the reporting person's continued service to the Issuer on each applicable vesting date, the option vests as to 1/12 of the total award on each monthly anniversary of the Grant Date; provided, however, that notwithstanding the monthly vesting schedule, the options shall vest in full upon the earlier of (i) the one-year anniversary of the Grant Date or (ii) the date of the next annual meeting of the stockholders.

SEC source: 0001209191-23-028537 · doc4.xml · nonDerivative · entry 2

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 520,711

F2 · ownership.nature: The shares are owned directly by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCOM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-028537 · doc4.xml · nonDerivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 3,525,957

F1 · ownership.nature: The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. The Reporting Person ("Dr. Tananbaum") is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001213900-23-028117 · ownership.xml · nonDerivative · entry 1

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 8,773,134

F1 · ownership.nature: On April 5, 2023, Foresite Capital Opportunity Fund V, L.P. ("Capital Opportunity Fund V L.P.") purchased 773,952 shares of the Issuer's Common Stock at an aggregate price of approximately $1.50 per share, or $1,160,928 in the aggregate, in open market purchases. Foresite Capital Opportunity Management V, LLC ("FCOMVLLC") is the general partner of Capital Opportunity Fund V L.P. Each of FCOMVLLC and Dr. Tananbaum, in his capacity as managing member of FCOMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

SEC source: 0001213900-23-028116 · ownership.xml · nonDerivative · entry 1

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 13,583,762

F1 · ownership.nature: On April 5, 2023, Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") purchased 773,952 shares of the Issuer's Common Stock at an aggregate price of approximately $1.50 per share, or $1,160,928 in the aggregate, in open market purchases. Foresite Capital Management V, LLC ("FCMVLLC") is the general partner of Capital Fund V L.P. Each of FCMVLLC and Dr. Tananbaum, in his capacity as managing member of FCMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

SEC source: 0001209191-23-011566 · doc4.xml · nonDerivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,975,001

F1 · kind: On February 17, 2023, the Issuer completed the acquisition of Kinnjiu Biompharma, Inc. (the "Kinnjiu Acquisition"). Foresite Capital Fund V, L.P. ("Fund V") was a shareholder of Kinnjiu Biompharma, Inc. and, as a result of the Kinnjiu Acquisition, Fund V received a combination of cash and 1,100,000 shares of the Issuer's Common Stock.

F2 · shares: Received in exchange for 17,500,000 shares of Kinnjiu Biopharma, Inc. in connection with the Kinnjiu Acquisition. The number of shares received was determined based on a volume weighted average price per share of $6.7757.

F2 · price: Received in exchange for 17,500,000 shares of Kinnjiu Biopharma, Inc. in connection with the Kinnjiu Acquisition. The number of shares received was determined based on a volume weighted average price per share of $6.7757.

F3 · ownership.nature: The shares are owned directly by Fund V. Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. The Reporting Person ("Dr. Tananbaum") is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-000204 · doc4.xml · nonDerivative · entry 2

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Tananbaum James B. · CIK 0001581754 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,209,275

F2 · ownership.nature: The shares are owned directly by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCOM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001209191-23-000204 · doc4.xml · nonDerivative · entry 1

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Tananbaum James B. · CIK 0001581754 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 3,585,346

F1 · ownership.nature: The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Dr. Tananbaum") is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0001213900-22-077637 · ownership.xml · nonDerivative · entry 1

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 12,809,810

F1 · ownership.nature: On December 1, 2022, Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") purchased 637,420 shares of the Issuer's Common Stock at an aggregate price of approximately $0.85 per share, or $541,807 in the aggregate, in open market purchases. Foresite Capital Management V, LLC ("FCMVLLC") is the general partner of Capital Fund V L.P. Each of FCMVLLC and Dr. Tananbaum, in his capacity as managing member of FCMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

SEC source: 0001209191-22-037021 · doc4.xml · derivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,250

Underlying: Common Stock · 20,250 shares

Expires 2032-06-13

F1 · derivative.exercise_date: 1/12th of the shares underlying the Option vest and become exercisable on a monthly basis starting July 13, 2022 (the Vest Base Date) and thereafter on the same day of the month as the Vest Base Date or if earlier, the day immediately before the date of the next Annual Meeting of Stockholders that occurs after the Vest Base Date.

SEC source: 0001209191-22-035918 · doc4.xml · derivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 37,500

Underlying: Common Stock · 37,500 shares

Expires 2032-06-07

F1 · derivative.exercise_date: Subject to the reporting person's continued service to the Issuer on each applicable vesting date, the option vests as to 1/12 of the total award on each monthly anniversary of the Grant Date; provided, however, that notwithstanding the monthly vesting schedule, the options shall vest in full upon the earlier of (i) the one-year anniversary of the Grant Date or (ii) the date of the next annual meeting of the stockholders.

SEC source: 0000899243-21-049928 · doc4.xml · derivative · entry 7

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,000

Underlying: Common Stock · 75,000 shares

Expires 2031-12-22

F5 · derivative.exercise_date: This option shall vest in substantially equal monthly installments over three years, subject to a continued service relationship. The vested shares subject to such option shall be exercisable upon the effectiveness of the Issuer's registration statement on Form S-8, registering the shares of the Issuer's 2021 Stock Option and Incentive Plan with the U.S. Securities and Exchange Commission

SEC source: 0000899243-21-049928 · doc4.xml · derivative · entry 6

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 4,873,750 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F2 · derivative.exercise_date: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F2 · derivative.expiration_date: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F2 · ownership.nature: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

SEC source: 0000899243-21-049928 · doc4.xml · nonDerivative · entry 3

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 7,759,072

F3 · kind: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, 4,237,940 shares and 1,273,577 shares of Series A Preferred Stock of the target company in the business combination (formerly known as Pardes Biosciences, Inc.), held, respectively, by Capital Fund V L.P. and Opportunity Fund V L.P., were converted into 5,966,140 and 1,792,932 shares of common stock, respectively, of the Issuer. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F3 · ownership.nature: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, 4,237,940 shares and 1,273,577 shares of Series A Preferred Stock of the target company in the business combination (formerly known as Pardes Biosciences, Inc.), held, respectively, by Capital Fund V L.P. and Opportunity Fund V L.P., were converted into 5,966,140 and 1,792,932 shares of common stock, respectively, of the Issuer. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

SEC source: 0000899243-21-049928 · doc4.xml · nonDerivative · entry 2

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,873,750

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F2 · ownership.nature: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FSD Holdings II. Each of FCMVLLC, FCOMVLLC, Capital Fund V L.P., Opportunity Fund V L.P. and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

SEC source: 0000899243-21-049928 · doc4.xml · nonDerivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,000,000

F1 · kind: Each of Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") and Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P."), the sole shareholders of FS Development Holdings II, LLC ("FSD Holdings II"), were issued 500,000 shares of common stock obtained in private placement of public securities on December 23, 2021. Foresite Capital Management V, LLC ("FCMVLLC") and Foresite Capital Opportunity Management V, LLC ("FCOMVLLC") are general partners, respectively, of Capital Fund V L.P. and Opportunity Fund V L.P. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum, in his capacity as managing member of each of FCMVLLC and FCOMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F1 · ownership.nature: Each of Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") and Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P."), the sole shareholders of FS Development Holdings II, LLC ("FSD Holdings II"), were issued 500,000 shares of common stock obtained in private placement of public securities on December 23, 2021. Foresite Capital Management V, LLC ("FCMVLLC") and Foresite Capital Opportunity Management V, LLC ("FCOMVLLC") are general partners, respectively, of Capital Fund V L.P. and Opportunity Fund V L.P. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum, in his capacity as managing member of each of FCMVLLC and FCOMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

SEC source: 0000899243-21-050105 · doc4a.xml · derivative · entry 2

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 4,941,250 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FS Development Holdings II, LLC ("FSD Holdings II"). Each of Foresite Capital Management V, LLC ("FCMVLLC"), Foresite Capital Opportunity Management V, LLC ("FCOMVLLC"), Foresite Capital Fund V, L.P. ("Capital Fund V L.P."), Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F2 · derivative.exercise_date: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FS Development Holdings II, LLC ("FSD Holdings II"). Each of Foresite Capital Management V, LLC ("FCMVLLC"), Foresite Capital Opportunity Management V, LLC ("FCOMVLLC"), Foresite Capital Fund V, L.P. ("Capital Fund V L.P."), Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F2 · derivative.expiration_date: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FS Development Holdings II, LLC ("FSD Holdings II"). Each of Foresite Capital Management V, LLC ("FCMVLLC"), Foresite Capital Opportunity Management V, LLC ("FCOMVLLC"), Foresite Capital Fund V, L.P. ("Capital Fund V L.P."), Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F2 · ownership.nature: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FS Development Holdings II, LLC ("FSD Holdings II"). Each of Foresite Capital Management V, LLC ("FCMVLLC"), Foresite Capital Opportunity Management V, LLC ("FCOMVLLC"), Foresite Capital Fund V, L.P. ("Capital Fund V L.P."), Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

SEC source: 0000899243-21-050105 · doc4a.xml · nonDerivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,941,250

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FS Development Holdings II, LLC ("FSD Holdings II"). Each of Foresite Capital Management V, LLC ("FCMVLLC"), Foresite Capital Opportunity Management V, LLC ("FCOMVLLC"), Foresite Capital Fund V, L.P. ("Capital Fund V L.P."), Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

F2 · ownership.nature: In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of Class B Common Stock of FS Development Corp. II converted into common stock of the Issuer. These shares are held by FS Development Holdings II, LLC ("FSD Holdings II"). Each of Foresite Capital Management V, LLC ("FCMVLLC"), Foresite Capital Opportunity Management V, LLC ("FCOMVLLC"), Foresite Capital Fund V, L.P. ("Capital Fund V L.P."), Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

SEC source: 0001209191-22-035869 · doc4a.xml · derivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,000

Underlying: Common Stock · 75,000 shares

Expires 2031-12-22

F1 · derivative.exercise_date: This option shall vest in substantially equal monthly installments over three years, subject to a continued service relationship. The vested shares subject to such option shall be exercisable upon the effectiveness of the Issuer's registration statement on Form S-8, registering the shares of the Issuer's 2021 Stock Option and Incentive Plan with the U.S. Securities and Exchange Commission.

SEC source: 0001213900-21-067341 · ownership.xml · nonDerivative · entry 1

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Opportunity Fund V, L.P. · CIK 0001792205 · 10% owner

Foresite Capital Opportunity Management V, LLC · CIK 0001792207 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 325,000

F1 · kind: Each of Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") and Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") purchased 162,500 shares of the Issuer's Class A Common Stock in a block trade at $10 per share on December 22, 2021. Foresite Capital Management V, LLC ("FCMVLLC") and Foresite Capital Opportunity Management V, LLC ("FCOMVLLC") are general partners, respectively, of Capital Fund V L.P. and Opportunity Fund V L.P. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum, in his capacity as managing member of each of FCMVLLC and FCOMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of the Issuer's Class A Common Stock were reclassified as common stock.

F1 · ownership.nature: Each of Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") and Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V L.P.") purchased 162,500 shares of the Issuer's Class A Common Stock in a block trade at $10 per share on December 22, 2021. Foresite Capital Management V, LLC ("FCMVLLC") and Foresite Capital Opportunity Management V, LLC ("FCOMVLLC") are general partners, respectively, of Capital Fund V L.P. and Opportunity Fund V L.P. Each of FCMVLLC, FCOMVLLC and Dr. Tananbaum, in his capacity as managing member of each of FCMVLLC and FCOMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein. In connection with the closing of Pardes Biosciences, Inc.'s (formerly known as FS Development Corp. II) business combination, shares of the Issuer's Class A Common Stock were reclassified as common stock.

SEC source: 0001209191-21-062697 · doc4.xml · nonDerivative · entry 4

Foresite Capital Management III, LLC · CIK 0001645157 · 10% owner

Foresite Capital Fund III, L.P. · CIK 0001645158 · 10% owner

Foresite Capital Management IV, LLC · CIK 0001704132 · 10% owner

Foresite Capital Fund IV, L.P. · CIK 0001704131 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Tananbaum James B. · CIK 0001581754 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,276

F5 · kind: Represents shares received by the James B. Tananbaum and Dana Shonfeld Tananbaum Family Trust pursuant to pro rata distributions by Fund III and FCM III, for no consideration, of shares of the Issuer's Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

F6 · ownership.nature: These shares are held of record by a family trust for which Mr. Tananbaum is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Mr. Tananbaum, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.

SEC source: 0001209191-21-062697 · doc4.xml · nonDerivative · entry 1

Foresite Capital Management III, LLC · CIK 0001645157 · 10% owner

Foresite Capital Fund III, L.P. · CIK 0001645158 · 10% owner

Foresite Capital Management IV, LLC · CIK 0001704132 · 10% owner

Foresite Capital Fund IV, L.P. · CIK 0001704131 · 10% owner

Foresite Capital Management V, LLC · CIK 0001792206 · 10% owner

Foresite Capital Fund V, L.P. · CIK 0001792204 · 10% owner

Tananbaum James B. · CIK 0001581754 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · kind: On November 1, 2021, Foresite Capital Fund III, L.P. ("Fund III") distributed, for no consideration, 1,954,904 shares of the Issuer's Common Stock (the "Fund III Shares") to its limited partners and to Foresite Capital Management III, LLC ("FCM III"), the general partner of Fund III, representing each such partner's pro rata interest in such Fund III Shares. On the same date, FCM III distributed, for no consideration, the Fund III Shares it received in the distribution by Fund III to its members, representing each such member's pro rata interest in such Fund III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

F2 · ownership.nature: The shares are owned directly by Fund III. FCM III is the general partner of Fund III, may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Mr. Tananbaum") is the sole managing member of FCM III and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM III and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM III or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

SEC source: 0000899243-21-039457 · doc4.xml · derivative · entry 4

Tananbaum James B. · CIK 0001581754 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,245

Underlying: Common Stock · 17,245 shares

Expires 2021-10-03

F1 · derivative.exercise_date: This option shall vest and become exercisable on the earlier of (a) the one (1)-year anniversary of the Grant Date and (b) the Company's next annual meeting of stockholders, in each case, so long as the Optionee continues to have a Service Relationship with the Company on such date.

SEC source: 0001104659-21-080931 · tm2119549-22_4seq1.xml · nonDerivative · entry 7

Tananbaum James B. · CIK 0001581754 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,512

F6 · shares: Consists of RSUs. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in equal annual installments over three years beginning on June 11, 2022, subject to Dr. Tananbaum's continued service through the applicable vesting date.

SEC source: 0001104659-21-080931 · tm2119549-22_4seq1.xml · nonDerivative · entry 6

Tananbaum James B. · CIK 0001581754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Foresite Capital Opportunity Fund V, L.P.

Disclosed balance after: 1,598,125

F5 · shares: Foresite V and Foresite Opportunity each acquired 348,125 shares of Class A common stock from the Issuer, at a price of $0.001 per share, immediately prior to the closing of the Merger.

F2 · ownership.nature: Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Foresite Capital Fund IV, L.P. ("Foresite IV") and may be deemed to have sole voting and dispositive power over shares held by Foresite IV. Foresite Capital Management V, LLC ("FCM V") is the general partner of Foresite Capital Fund V, L.P. ("Foresite V") and Foresite Capital Opportunity Fund V, L.P. ("Foresite Opportunity") and may be deemed to have sole voting and dispositive power over shares held by Foresite V and Foresite Opportunity. Dr. Tananbaum is the sole managing member of FCM IV and FCM V and may be deemed to have sole voting and dispositive power over share held by Foresite IV, Foresite V, and Foresite Opportunity. Each of FCM IV, FCM V, Foresite Opportunity, and Dr. Tananbaum disclaims beneficial ownership of shares held by Foresite IV, Foresite V, and Foresite Opportunity except to the extent of any pecuniary interest therein.

SEC source: 0001104659-21-080931 · tm2119549-22_4seq1.xml · nonDerivative · entry 5

Tananbaum James B. · CIK 0001581754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Foresite Capital Opportunity Fund V, L.P.

Disclosed balance after: 1,250,000

F4 · shares: Foresite V and Foresite Opportunity each purchased 1,250,000 shares of Class A common stock from the Issuer, at a price of $10.00 per share, in a private placement immediately prior to the closing of the Merger.

F2 · ownership.nature: Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Foresite Capital Fund IV, L.P. ("Foresite IV") and may be deemed to have sole voting and dispositive power over shares held by Foresite IV. Foresite Capital Management V, LLC ("FCM V") is the general partner of Foresite Capital Fund V, L.P. ("Foresite V") and Foresite Capital Opportunity Fund V, L.P. ("Foresite Opportunity") and may be deemed to have sole voting and dispositive power over shares held by Foresite V and Foresite Opportunity. Dr. Tananbaum is the sole managing member of FCM IV and FCM V and may be deemed to have sole voting and dispositive power over share held by Foresite IV, Foresite V, and Foresite Opportunity. Each of FCM IV, FCM V, Foresite Opportunity, and Dr. Tananbaum disclaims beneficial ownership of shares held by Foresite IV, Foresite V, and Foresite Opportunity except to the extent of any pecuniary interest therein.

SEC source: 0001104659-21-080931 · tm2119549-22_4seq1.xml · nonDerivative · entry 4

Tananbaum James B. · CIK 0001581754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Foresite Capital Fund V, L.P.

Disclosed balance after: 2,342,061

F5 · shares: Foresite V and Foresite Opportunity each acquired 348,125 shares of Class A common stock from the Issuer, at a price of $0.001 per share, immediately prior to the closing of the Merger.

F2 · ownership.nature: Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Foresite Capital Fund IV, L.P. ("Foresite IV") and may be deemed to have sole voting and dispositive power over shares held by Foresite IV. Foresite Capital Management V, LLC ("FCM V") is the general partner of Foresite Capital Fund V, L.P. ("Foresite V") and Foresite Capital Opportunity Fund V, L.P. ("Foresite Opportunity") and may be deemed to have sole voting and dispositive power over shares held by Foresite V and Foresite Opportunity. Dr. Tananbaum is the sole managing member of FCM IV and FCM V and may be deemed to have sole voting and dispositive power over share held by Foresite IV, Foresite V, and Foresite Opportunity. Each of FCM IV, FCM V, Foresite Opportunity, and Dr. Tananbaum disclaims beneficial ownership of shares held by Foresite IV, Foresite V, and Foresite Opportunity except to the extent of any pecuniary interest therein.

SEC source: 0001104659-21-080931 · tm2119549-22_4seq1.xml · nonDerivative · entry 3

Tananbaum James B. · CIK 0001581754 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Foresite Capital Fund V, L.P.

Disclosed balance after: 1,993,936

F4 · shares: Foresite V and Foresite Opportunity each purchased 1,250,000 shares of Class A common stock from the Issuer, at a price of $10.00 per share, in a private placement immediately prior to the closing of the Merger.

F2 · ownership.nature: Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Foresite Capital Fund IV, L.P. ("Foresite IV") and may be deemed to have sole voting and dispositive power over shares held by Foresite IV. Foresite Capital Management V, LLC ("FCM V") is the general partner of Foresite Capital Fund V, L.P. ("Foresite V") and Foresite Capital Opportunity Fund V, L.P. ("Foresite Opportunity") and may be deemed to have sole voting and dispositive power over shares held by Foresite V and Foresite Opportunity. Dr. Tananbaum is the sole managing member of FCM IV and FCM V and may be deemed to have sole voting and dispositive power over share held by Foresite IV, Foresite V, and Foresite Opportunity. Each of FCM IV, FCM V, Foresite Opportunity, and Dr. Tananbaum disclaims beneficial ownership of shares held by Foresite IV, Foresite V, and Foresite Opportunity except to the extent of any pecuniary interest therein.