SEC 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
|Estimated average burden|
|hours per response:
1. Name and Address of Reporting Person*
|C/O PARDES BIOSCIENCES, INC.|
|2173 SALK AVE., SUITE 250, PMB #052|
2. Date of Event Requiring Statement
3. Issuer Name and Ticker or Trading Symbol
PARDES BIOSCIENCES, INC.
[ PRDS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
|Chief Development Officer||
5. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
||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.
Amount of Securities Beneficially Owned (Instr.
||3. Ownership Form: Direct (D) or Indirect (I) (Instr.
||4. Nature of Indirect Beneficial Ownership (Instr.
Table II - Derivative Securities Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Date Exercisable and Expiration Date
||3. Title and Amount of Securities Underlying Derivative Security (Instr.
||4. Conversion or Exercise Price of Derivative Security
||5. Ownership Form: Direct (D) or Indirect (I) (Instr.
||6. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
||/s/ Elizabeth Lacy, attorney-in-fact
||** Signature of Reporting Person
|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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
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.|
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Elizabeth H. Lacy, Heidi
Henson and Jackie Tran, or either of them acting singly and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director or both of Pardes Biosciences, Inc., a
Delaware corporation (the "Company"), from time to time, the following U.S.
Securities and Exchange Commission ("SEC") forms: (a) Form ID, including any
attached documents (such as an Update Passphrase Authentication), to effect the
assignment of codes to the undersigned to be used in the transmission of
information to the SEC using the EDGAR System; (b) Form 3, Initial Statement of
Beneficial Ownership of Securities, including any attached documents; (c) Form
4, Statement of Changes in Beneficial Ownership of Securities, including any
attached documents; (d) Form 5, Annual Statement of Beneficial Ownership of
Securities , including any attached documents; and (e) any amendments to the
Forms referenced in clauses (a), (b), (c) or (d) and in each case in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, including any attached documents;
2. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director or both of the Company, from time to
time, Schedule 13D and 13G and any amendments thereto in accordance with Section
13(d) and 13(g) of the Exchange Act;
3. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5, Schedule 13D or 13G or any amendment(s) thereto, and timely file such form
with the SEC and any securities exchange, national association or similar
authority, including without limitation the filing of a Form ID or any other
documents necessary or appropriate to enable the undersigned to file the Forms
3, 4, 5, Schedule 13D and 13G electronically with the SEC;
4. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to each of the undersigned's attorneys-in-fact appointed by
this Limited Power of Attorney and approves and ratifies any such release of
5. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by or for, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Limited Power of Attorney shall be in such
form and shall contain such information and disclosure as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever required, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Limited Power of Attorney and
the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request and on the behalf of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 or Regulation 13D-G of the Exchange Act. The
undersigned hereby agrees to indemnify the attorneys-in-fact and the Company
from and against any demand, damage, loss, cost or expense arising from any
false or misleading information provided by the undersigned to the attorneys-in-
This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
This Limited Power of Attorney supersedes any prior power of attorney in
connection with the undersigned's capacity as an officer and/or director of the
Company. This Limited Power of Attorney shall expire as to any individual
attorney-in-fact if such attorney-in-fact ceases to be an employee of, or legal
counsel to, the Company.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of this 23rd day of December, 2021.
Signed and acknowledged:
/s/ Brian Kearney