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* Foresite Capital Opportunity Fund V, L.P. (Last) (First) (Middle) C/O FS DEVELOPMENT CORP 600 MONTGOMERY STREET, SUITE 4500 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/19/2020	3. Issuer Name and Ticker or Trading Symbol FS Development Corp. [ FSDC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 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)
Class A Common Stock	441,500	I	See Footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	(2)	Class A Common Stock	2,928,750(2)	0	I	See Footnote(1)

1. Name and Address of Reporting Person* Foresite Capital Opportunity Fund V, L.P. (Last) (First) (Middle) C/O FS DEVELOPMENT CORP 600 MONTGOMERY STREET, SUITE 4500 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Foresite Capital Opportunity Management V, LLC (Last) (First) (Middle) C/O FS DEVELOPMENT CORP 600 MONTGOMERY STREET, SUITE 4500 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

Explanation of Responses:

1. FS Development Holdings, LLC (the "Sponsor") is the record holder of the shares reported herein, of which Foresite Capital Opportunity Fund V, L.P. ("Opportunity V") was admitted as a member on October 19, 2020, effective September 30, 2020. Opportunity V, its general partner Foresite Capital Opportunity Management V, LLC ("FCOM V") and FCOM V's managing member, Dr. James Tananbaum, have voting and investment discretion with respect to the common stock held of record by the Sponsor. Each of Opportunity V, FCOM V, their respective members and Dr. Tananbaum disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein.

2. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

	/s/ Dennis Ryan on behalf of Foresite Capital Opportunity Fund V, L.P.	10/27/2020
	/s/ Dennis Ryan on behalf of Foresite Capital Opportunity Management V, LLLC	10/27/2020
	** 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 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).
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