Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Foresite Capital Management V, LLC	2. Issuer Name and Ticker or Trading Symbol PARDES BIOSCIENCES, INC. [ PRDS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 150,	3. Date of Earliest Transaction (MM/DD/YYYY) 12/1/2022
(Street) LARKSPUR, CA 94939 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/1/2022		P		637420	A	$0.85	12809810	I	See Footnote (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

(1)

On December 1, 2022, Foresite Capital Fund V, L.P. ("Capital Fund V L.P.") purchased 637,420 shares of the Issuer's Common Stock at an aggregate price of approximately $0.85 per share, or $541,807 in the aggregate, in open market purchases. Foresite Capital Management V, LLC ("FCMVLLC") is the general partner of Capital Fund V L.P. Each of FCMVLLC and Dr. Tananbaum, in his capacity as managing member of FCMVLLC, disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Foresite Capital Management V, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR, CA 94939		X
Tananbaum James B. C/O PARDES BIOSCIENCES, INC. 2173 SALK AVE, SUITE 250, PMB#052 CARLSBAD, CA 92008	X	X
Foresite Capital Fund V, L.P. 900 LARKSPUR LANDING CIRCLE, SUITE 150 LARKSPUR, CA 94939		X

Signatures
/s/ Dennis Ryan, on behalf of Foresite Capital Management V, LLC		12/5/2022
**Signature of Reporting Person		Date
/s/ Elizabeth Lacy, Attorney-in-Fact for James B. Tananbaum		12/5/2022
**Signature of Reporting Person		Date
/s/ Dennis Ryan, on behalf of Foresite Capital Fund V, L.P.		12/5/2022
**Signature of Reporting Person		Date
/s/ Dennis Ryan, as Attorney-in-Fact for Foresite Capital Fund V, L.P. and Foresite Capital Management V, LLC		12/5/2022
**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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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