SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.   )1
 
 
Fusion Pharmaceuticals Inc.
(Name of Issuer)
 
 
Common Shares, no par value
(Title of Class of Securities)
 
36118A100
(CUSIP Number)
 
 
June 30, 2020
(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] Rule 13d-1(d)



1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.



1


CUSIP No. 36118A100


1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Johnson & Johnson
EIN:  22-1024240
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [  ]
(b) [  ]
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
 


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
3,759,634 *
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
3,759,634 *
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,759,634 *
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[  ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% **
12.
TYPE OF REPORTING PERSON
CO

* Includes 89,118 shares issuable upon exercise of Warrants.
** Based on 41,664,044 Common Shares outstanding after the closing of the Issuer’s initial public offering on June 30, 2020, as provided to the Reporting Persons by the Issuer.





2


CUSIP No. 36118A100


1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Johnson & Johnson Innovation-JJDC, Inc.
EIN:  22-2007137
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [  ]
(b) [  ]
3.
SEC USE ONLY

 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
 


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
3,759,634 *
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
3,759,634 *
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,759,634 *
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[  ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0% **
12.
TYPE OF REPORTING PERSON
CO

* Includes 89,118 shares issuable upon exercise of Warrants.
** Based on 41,664,044 Common Shares outstanding after the closing of the Issuer’s initial public offering on June 30, 2020, as provided to the Reporting Persons by the Issuer.





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CUSIP No. 36118A100


SCHEDULE 13G

ITEM 1(a)
NAME OF ISSUER:
   
 
Fusion Pharmaceuticals Inc.
   
ITEM 1(b)
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
270 Longwood Road South, Hamilton, Ontario, Canada, L8P 0A6
   
ITEM 2(a)
NAME OF PERSON FILING:
   
 
This statement is being filed by Johnson & Johnson, a New Jersey corporation (“J&J”), and Johnson & Johnson Innovation-JJDC, Inc., a New Jersey corporation (“JJDC”) (together, the “Reporting Persons”).  JJDC is a wholly-owned subsidiary of J&J. The securities reported herein as being held by J&J and JJDC are directly beneficially owned by JJDC.  J&J may be deemed to indirectly beneficially own the securities that are directly beneficially owned by JJDC.  The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 1.
   
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE:
   
 
J&J:  One Johnson & Johnson Plaza, New Brunswick, NJ 08933
JJDC:  410 George Street, New Brunswick, NJ  08901
   
ITEM 2(c)
CITIZENSHIP:
   
 
J&J: New Jersey
 
JJDC: New Jersey
   
ITEM 2(d)
TITLE OF CLASS OF SECURITIES:
   
 
Common Shares, no par value (“Common Shares”)
   
ITEM 2(e)
CUSIP NUMBER:
   
 
36118A100
   
ITEM 3
STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B) OR (C):
   
 
Not applicable.





4

CUSIP No. 36118A100


ITEM 4
OWNERSHIP:
     
 
The information set forth in the cover pages of this Schedule 13G is incorporated herein by reference thereto.
       
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
   
 
Not applicable.
   
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
   
 
Not applicable.
   
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY:
   
 
Not applicable.

ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
   
 
Not applicable.
   
ITEM 9
NOTICE OF DISSOLUTION OF GROUP:
   
 
Not applicable.
   
   
ITEM 10
CERTIFICATION:
   
 
By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.





5


CUSIP No. 36118A100

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  July 2, 2020

 
JOHNSON & JOHNSON
 
  
 
By:
/s/ Matthew Orlando
  
 
Name:
Matthew Orlando
  
 
Title:
Secretary
  
       
       
 
JOHNSON & JOHNSON INNOVATION-JJDC, INC.
  
       
 
By:
/s/ Kevin Norman
  
 
Name:
Kevin Norman
  
 
Title:
Assistant Secretary
  






6


CUSIP No. 36118A100

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated:  July 2, 2020

 
JOHNSON & JOHNSON
 
  
 
By:
/s/ Matthew Orlando
  
 
Name:
Matthew Orlando
  
 
Title:
Secretary
  
       
       
 
JOHNSON & JOHNSON INNOVATION-JJDC, INC.
  
       
 
By:
/s/ Kevin Norman
  
 
Name:
Kevin Norman
  
 
Title:
Assistant Secretary
  






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