SEC FORM 4/A

SEC FORM 4/A 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^*

Tananbaum James B.

(Last)

(First)

(Middle)

C/O PARDES BIOSCIENCES, INC.

2173 SALK AVE., SUITE 250, PMB #052

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/28/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Stock Option (right to buy)	$9.8	12/23/2021		A		75,000		⁽¹⁾	12/22/2031	Common Stock	75,000	$0.00	75,000	D

1. Name and Address of Reporting Person^*

Tananbaum James B.

(Last)

(First)

(Middle)

C/O PARDES BIOSCIENCES, INC.

2173 SALK AVE., SUITE 250, PMB #052

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Fund V, L.P.

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Management V, LLC

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Opportunity Fund V, L.P.

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Opportunity Management V, LLC

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 150

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

Remarks:

This amendment amends the Form 4 filed on December 28, 2021 solely to correct Table II, Column 5 which inadvertently reported the 75,000 stock options as having been "Disposed" as opposed to the correct designation of "Acquired."

	/s/ Elizabeth Lacy, Attorney-in-Fact for James B. Tananbaum	06/10/2022
	/s/ Dennis Ryan, on behalf of Foresite Capital Fund V, L.P.	06/10/2022
	/s/ Dennis Ryan, on behalf of Foresite Capital Management V, LLC	06/10/2022
	/s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Fund V, L.P.	06/10/2022
	/s/ Dennis Ryan, on behalf of Foresite Capital Opportunity Management V, LLC	06/10/2022
	** 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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SEC Form 4 filed by Tananbaum James B. (Amendment)