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^*

ADAMS STREET PARTNERS LLC

(Last)

(First)

(Middle)

ONE NORTH WACKER DRIVE

SUITE 2700

(Street)

CHICAGO

60606

(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)

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 Shares	06/30/2020		C		401,423	A	⁽¹⁾	401,423	I	See footnotes⁽²⁾⁽⁸⁾
Common Shares	06/30/2020		C		308,137	A	⁽¹⁾	308,137	I	See footnotes⁽³⁾⁽⁸⁾
Common Shares	06/30/2020		C		298,898	A	⁽¹⁾	298,898	I	See footnotes⁽⁴⁾⁽⁸⁾
Common Shares	06/30/2020		C		447,428	A	⁽¹⁾	447,428	I	See footnotes⁽⁵⁾⁽⁸⁾
Common Shares	06/30/2020		C		1,041,456	A	⁽¹⁾	1,041,456	I	See footnotes⁽⁶⁾⁽⁸⁾
Common Shares	06/30/2020		C		161,556	A	⁽⁷⁾	562,979	I	See footnotes⁽²⁾⁽⁸⁾
Common Shares	06/30/2020		C		124,013	A	⁽⁷⁾	432,150	I	See footnotes⁽³⁾⁽⁸⁾
Common Shares	06/30/2020		C		120,294	A	⁽⁷⁾	419,192	I	See footnotes⁽⁴⁾⁽⁸⁾
Common Shares	06/30/2020		C		180,072	A	⁽⁷⁾	627,500	I	See footnotes⁽⁵⁾⁽⁸⁾
Common Shares	06/30/2020		C		419,148	A	⁽⁷⁾	1,460,604	I	See footnotes⁽⁶⁾⁽⁸⁾

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)
Class A Preferred Shares	⁽¹⁾	06/30/2020		C			2,143,200	⁽¹⁾	⁽¹⁾	Common Shares	401,423	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁸⁾
Class A Preferred Shares	⁽¹⁾	06/30/2020		C			1,645,147	⁽¹⁾	⁽¹⁾	Common Shares	308,137	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁸⁾
Class A Preferred Shares	⁽¹⁾	06/30/2020		C			1,595,823	⁽¹⁾	⁽¹⁾	Common Shares	298,898	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁸⁾
Class A Preferred Shares	⁽¹⁾	06/30/2020		C			2,388,822	⁽¹⁾	⁽¹⁾	Common Shares	447,428	⁽¹⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾
Class A Preferred Shares	⁽¹⁾	06/30/2020		C			5,560,341	⁽¹⁾	⁽¹⁾	Common Shares	1,041,456	⁽¹⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾
Class B Preferred Shares	⁽⁷⁾	06/30/2020		C			862,558	⁽⁷⁾	⁽⁷⁾	Common Shares	161,556	⁽⁷⁾	0	I	See footnotes⁽²⁾⁽⁸⁾
Class B Preferred Shares	⁽⁷⁾	06/30/2020		C			662,111	⁽⁷⁾	⁽⁷⁾	Common Shares	124,013	⁽⁷⁾	0	I	See footnotes⁽³⁾⁽⁸⁾
Class B Preferred Shares	⁽⁷⁾	06/30/2020		C			642,260	⁽⁷⁾	⁽⁷⁾	Common Shares	120,294	⁽⁷⁾	0	I	See footnotes⁽⁴⁾⁽⁸⁾
Class B Preferred Shares	⁽⁷⁾	06/30/2020		C			961,412	⁽⁷⁾	⁽⁷⁾	Common Shares	180,072	⁽⁷⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾
Class B Preferred Shares	⁽⁷⁾	06/30/2020		C			2,237,832	⁽⁷⁾	⁽⁷⁾	Common Shares	419,148	⁽⁷⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾

Explanation of Responses:

1. The Class A Preferred Shares were convertible into Common Shares on a one-for-5.339 basis. Upon the closing of the Issuer's initial public offering, all Class A Preferred Shares converted into Common Shares.

2. The shares are held directly by Adams Street 2014 Direct Fund LP ("AS 2014").

3. The shares are held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015").

4. The shares are held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016").

5. The shares are held directly by Adams Street 2017 Direct Venture/Growth Fund LP ("AS 2017").

6. The shares are held directly by Adams Street Venture/Growth Fund VI LP ("ASVG VI").

7. The Class B Preferred Shares were convertible into Common Shares on a one-for-5.339 basis. Upon the closing of the Issuer's initial public offering, all Class B Preferred Shares converted into Common Shares.

8. Adams Street Partners, LLC as the managing member of the general partner of the general partner of AS 2014, AS 2015, AS 2016, AS 2017 and ASVG VI (collectively the "Funds"), may be deemed to beneficially own the shares held by the Funds. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by the Funds. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang disclaim beneficial ownership of the shares held by the Funds except to the extent of their pecuniary interest therein.

Remarks:

	ADAMS STREET PARTNERS, LLC By: /s/ Sara Robinson Dasse	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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