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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KINETA, INC./DE [ KA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/16/2022 | A | 621,601 | A | (1) | 621,601 | D | |||
| Common Stock | 12/16/2022 | A | 30,127(2) | A | (3) | 651,728 | D | |||
| Common Stock | 12/16/2022 | A | 8,600(4) | A | (5) | 660,328 | D | |||
| Common Stock | 12/16/2022 | A | 8,658(6) | A | $11.55 | 668,986 | D | |||
| Common Stock | 12/16/2022 | A | 8,553 | A | (1) | 8,553 | I | By IRA | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $23.25 | 12/16/2022 | A | 46,971 | (7) | 11/09/2028 | Common Stock | 46,971 | (8) | 46,971 | D | ||||
| Stock Option (Right to Buy) | $29.73 | 12/16/2022 | A | 3,640 | (9) | 05/30/2027 | Common Stock | 3,640 | (10) | 3,640 | D | ||||
| Stock Option (Right to Buy) | $25.58 | 12/16/2022 | A | 15,636 | (7) | 11/09/2023 | Common Stock | 15,636 | (11) | 15,636 | D | ||||
| Stock Option (Right to Buy) | $27.03 | 12/16/2022 | A | 23,879 | (9) | 05/30/2032 | Common Stock | 23,879 | (12) | 23,879 | D | ||||
| Stock Option (Right to Buy) | $28.48 | 12/16/2022 | A | 26,144 | (13) | 05/25/2026 | Common Stock | 26,144 | (14) | 26,144 | D | ||||
| Stock Option (Right to Buy) | $12.11 | 12/16/2022 | A | 123,840 | (7) | 03/31/2024 | Common Stock | 123,840 | (15) | 123,840 | D | ||||
| Warrants (Right to Buy) | $0.14 | 12/16/2022 | A | 1,382 | (16) | 12/02/2025 | Common Stock | 1,382 | (17) | 1,382 | D | ||||
| Explanation of Responses: |
| 1. Received in connection with the Issuer's merger (the "Merger") with Kineta, Inc. ("Legacy Kineta") in accordance with the terms of the Agreement and Plan of Merger dated as of June 5, 2022, as amended on December 5, 2022 (the "Merger Agreement"), by and among the Issuer (f/k/a Yumanity Therapeutics, Inc.), Yacht Merger Sub, Inc. and Legacy Kineta. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Kineta common stock was entitled to receive 0.0688 shares of Common Stock. The Merger closed on December 16, 2022. |
| 2. Represents shares of Common Stock underlying time-based restricted stock unit awards ("RSUs"). The RSUs will vest in full on June 14, 2023, subject to the continuing employment of the Reporting Person on such vesting date. |
| 3. Received in connection with the Merger in exchange for 437,910 shares of common stock underlying Legacy Kineta RSUs. |
| 4. Represents shares of Common Stock underlying a time-based RSU. The RSU will vest in full on March 16, 2023, subject to the continuing employment of the Reporting Person on such vesting date. |
| 5. Received in connection with the Merger in exchange for 125,000 shares of common stock underlying a Legacy Kineta RSU. |
| 6. Represents shares of Common Stock acquired by the Reporting Person immediately following the Merger in a private placement pursuant to a Securities Purchase Agreement dated as of June 5, 2022 and as amended on October 24, 2022 and December 5, 2022. The issuance of the shares to the Reporting Person was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| 7. The stock option is fully vested and exercisable. |
| 8. Received in connection with the Merger in exchange for options to acquire 682,728 shares of Legacy Kineta common stock for $1.60 per share. |
| 9. The stock option vested as to 1/3 of the total number of shares on May 31, 2022, and an additional 1/3 of the total number of shares will vest on each yearly anniversary thereafter, until such time as the stock option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. |
| 10. Received in connection with the Merger in exchange for options to acquire 52,910 shares of Legacy Kineta common stock for $2.046 per share. |
| 11. Received in connection with the Merger in exchange for options to acquire 227,272 shares of Legacy Kineta common stock for $1.76 per share. |
| 12. Received in connection with the Merger in exchange for options to acquire 347,090 shares of Legacy Kineta common stock for $1.86 per share. |
| 13. The stock option vested as to 1/3 of the total number of shares on May 27, 2021, an additional 1/3 of the total number of shares vested on May 27, 2022, and the remaining 1/3 of the total number of shares will vest on May 27, 2023, subject to the continuing employment of the Reporting Person on each vesting date. |
| 14. Received in connection with the Merger in exchange for options to acquire 380,000 shares of Legacy Kineta common stock for $1.96 per share. |
| 15. Received in connection with the Merger in exchange for options to acquire 1,800,000 shares of Legacy Kineta common stock for $0.8333 per share. |
| 16. The warrants are immediately exercisable in full. |
| 17. Received in connection with the Merger in exchange for warrants to acquire 20,101 shares of Legacy Kineta common stock for $0.01 per share. |
| Remarks: |
| /s/ Pauline Kenny, as Attorney-in-Fact | 12/20/2022 | |
| ** 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. | ||
| 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. | ||