SC 13G 1 fsii13gnov21.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )

FS Development Corp. II

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

30318F100

(CUSIP NUMBER)

November 30, 2021

(Date of Event which Requires Filing of Statement)

Check the appropriate box to designate the Rule pursuant to which this

Schedule is filed:

[x] Rule 13d - 1(b)

Rule 13d - 1(c)

Rule 13d - 1(d)

1. Name of Reporting Person

T. ROWE PRICE ASSOCIATES, INC.

52-0556948

2. Check the Appropriate Box if a Member of a Group

NOT APPLICABLE

3. SEC Use Only

4. Citizenship or Place of Organization

Maryland

Number of Shares Beneficially Owned by Each Reporting Person With

5. Sole Voting Power* 301,585

6. Shared Voting Power* 0

7. Sole Dispositive Power* 2,542,852

8. Shared Dispositive Power 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person

2,542,852

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

NOT APPLICABLE

11. Percent of Class Represented by Amount in Row 9

12.2%

12. Type of Reporting Person

*Any shares reported in Items 5 and 6 are also reported in Item 7.

1. Name of Reporting Person

T. ROWE PRICE NEW HORIZONS FUND, INC.

52-0791372

2. Check the Appropriate Box if a Member of a Group

NOT APPLICABLE

3. SEC Use Only

4. Citizenship or Place of Organization

Maryland

Number of Shares Beneficially Owned by Each Reporting Person With

5. Sole Voting Power* 1,237,491

6. Shared Voting Power* 0

7. Sole Dispositive Power* 0

8. Shared Dispositive Power 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person

1,237,491

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

NOT APPLICABLE

11. Percent of Class Represented by Amount in Row 9

5.9%

12. Type of Reporting Person

*Any shares reported in Items 5 and 6 are also reported in Item 7.

Item 1(a) Name of Issuer:

FS Development Corp. II

Item 1(b) Address of Issuer's Principal Executive Offices:

600 MONTGOMERY STREET, SUITE 4500, SAN FRANCISCO, CA 94111

Item 2(a) Name of Person(s) Filing:

(1) T. ROWE PRICE ASSOCIATES, INC. ("Price Associates")

(2) T. ROWE PRICE NEW HORIZONS FUND, INC.

X Attached as Exhibit A is a copy of an agreement between the Persons Filing

(as specified hereinabove) that this Schedule 13G is being filed on behalf

of each of them.

Item 2(b) Address of Principal Business Office:

100 E. Pratt Street, Baltimore, MD 21202

Item 2(c) Citizenship or Place of Organization:

(1) Maryland

(2) Maryland

Item 2(d) Title of Class of Securities: COMMON STOCK

Item 2(e) Cusip Number: 30318F100

Item 3: The person filing this Schedule 13G is an:

X Investment Adviser registered under Section 203 of the Investment

Advisers Act of 1940

X Investment Company registered under Section 8 of the Investment

Company Act of 1940

Item 4: Reference is made to Items 5-11 on the preceding pages of this

Schedule 13G.

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

(1) Price Associates does not serve as custodian of the assets of any of

its clients; accordingly, in each instance only the client or the

client's custodian or trustee bank has the right to receive dividends

paid with respect to, and proceeds from the sale of, such securities.

The ultimate power to direct the receipt of dividends paid with

respect to, and the proceeds from the sale of, such securities, is

vested in the individual and institutional clients which Price

Associates serves as investment adviser. Any and all discretionary

authority which has been delegated to Price Associates may be revoked

in whole or in part at any time.

Except as may be indicated if this is a joint filing with one of the

registered investment companies sponsored by Price Associates which it

also serves as investment adviser ("T. Rowe Price Funds"), not more

than 5% of the class of such securities is owned by any one client

subject to the investment advice of Price Associates.

(2) With respect to securities owned by any one of the T. Rowe Price

Funds, only the custodian for each of such Funds, has the right to

receive dividends paid with respect to, and proceeds from the sale of,

such securities. No other person is known to have such right, except

that the shareholders of each such Fund participate proportionately

in any dividends and distributions so paid.

Item 7: Identification and Classification of the Subsidiary Which Acquired the

Security Being Reported on By the Parent Holding 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 I certify that, to the best of my knowledge and

belief, the securities referred to above were acquired in the

ordinary course of business and were not acquired and are not

held for the purpose of or with the effect of changing or

influencing the control of the issuer of the securities and were

not acquired and are not held in connection with or as a participant

in any transaction having that purpose or effect. T. Rowe Price

Associates, Inc. hereby declares and affirms that the filing

of Schedule 13G shall not be construed as an admission that Price

Associates is the beneficial owner of the securities referred to,

which beneficial ownership is expressly denied.

Signature.

After reasonable inquiry and to the best of my knowledge and belief,

I certify that the information set forth in this statement is true,

complete and correct.

T. ROWE PRICE ASSOCIATES, INC.

Date: December 10, 2021

Signature: /s/ David Oestreicher

Name & Title: David Oestreicher, Executive Vice President

T. ROWE PRICE NEW HORIZONS FUND, INC.

Date: December 10, 2021

Signature: /s/ David Oestreicher

Name & Title: David Oestreicher, Executive Vice President

11/30/2021

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13G

Price Associates, Inc. (an investment adviser registered under the Investment

Advisers Act of 1940), and

T. ROWE PRICE NEW HORIZONS FUND, INC.,

all of which are Maryland corporations, hereby agree to file jointly the

statement on Schedule 13G to which this Agreement is attached, and any

amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G

under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for

the timely filing of such statement and any amendments thereto, and for the

completeness and accuracy of the information concerning such party contained

therein, but such party is not responsible for the completeness or accuracy of

information concerning the other party unless such party knows or has reason to

believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as

an exhibit to the statement on Schedule 13G, and any amendments hereto, filed

on behalf of each of the parties hereto.

T. ROWE PRICE ASSOCIATES, INC.

Date: December 10, 2021

Signature: /s/ David Oestreicher

Name & Title: David Oestreicher, Executive Vice President

T. ROWE PRICE NEW HORIZONS FUND, INC.

Date: December 10, 2021

Signature: /s/ David Oestreicher

Name & Title: David Oestreicher, Executive Vice President

SEC Form SC 13G filed by FS Development Corp. II