SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Tinmouth Brian Philippe

(Last)

(First)

(Middle)

C/O PARDES BIOSCIENCES, INC.

2173 SALK AVE., SUITE 250, PMB #052

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2021

3. Issuer Name and Ticker or Trading Symbol
PARDES BIOSCIENCES, INC. [ PRDS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Business & Strategy Ofcr

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	07/26/2031	Common Stock	28,156	4.94	D
Stock Option (Right to Buy)	⁽²⁾	11/22/2031	Common Stock	422,340	8.19	D

Explanation of Responses:

1. 50% of the shares subject to such option vest and become exercisable on June 23, 2022, and 1/24th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on the 23rd day of each month thereafter, subject to a continued service relationship.

2. 1/4th of the shares subject to such option vest and become exercisable on November 22, 2022, and 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on the 22nd day of each month thereafter, subject to a continued service relationship.

Remarks:

Exhibit 24 - Power of Attorney Effective immediately following the effective time of the merger pursuant to that certain Agreement and Plan of Merger dated as of June 29, 2021, as amended, by and among Pardes Biosciences Sub, Inc. (f/k/a Pardes Biosciences, Inc.), Issuer (f/k/a FS Development Corp. II), and certain other parties thereto, the reporting person became an officer of the Issuer.

	/s/ Elizabeth Lacy, attorney-in-fact	12/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by new insider Tinmouth Brian Philippe