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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/23/2018 | 3. Issuer Name and Ticker or Trading Symbol Kiniksa Pharmaceuticals, Ltd. [ KNSA ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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 Shares | 36,599 | D | |
Class A Common Shares | 36,598 | I | By Sandra C. Heberlig as trustee for the Christopher J. Heberlig 2017 Irrevocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 Shares | (1) | (1) | Class A Common Shares | 365,985 | (1) | D | |
Series A Preferred Shares | (2) | (2) | Class B Common Shares | 74,935 | (2) | D | |
Series C Preferred Shares | (3) | (3) | Class A Common Shares | 6,392 | (3) | D | |
Share Option | (4) | 12/15/2025 | Class A Common Shares | 125,941 | 1.59 | D | |
Share Option | (5) | 06/28/2027 | Class A Common Shares | 62,475 | 3.8 | D | |
Share Option | (6) | 02/29/2028 | Class A Common Shares | 109,795 | 10.36 | D |
Explanation of Responses: |
1. Each share of Class B Common Shares is convertible at any time at the election of the holder into one share of Class A Common Shares or one share of Class B1 Common Shares and will automatically convert into Class A Common Shares upon transfer to an unaffiliated party. |
2. The preferred shares will automatically convert into the Issuer's Class B Common Shares on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. |
3. The preferred shares will automatically convert into the Issuer's Class A Common Shares on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. |
4. The option vests and becomes exercisable as to 25% of the of the total grant on the first anniversary of the vesting commencement date and vests in equal monthly installments over a three-year period therafter. The vesting commencement date is August 1, 2015. |
5. The option vests and becomes exercisable as to 25% of the of the total grant on the first anniversary of the vesting commencement date and vests in equal monthly installments over a three-year period therafter. The vesting commencement date is June 28, 2017. |
6. The option vests and becomes exercisable as to 16% of the of the total grant on the first anniversary of the vesting commencement date and thereafter on each one month anniversary of the vesting commencement date, with 1/36th of 48% of the underlying shares vesting and becoming exercisable during the first 36 months and 1.5% of the underlying shares vesting and becoming execrisable for the remaining 24 months. The vesting commencement date is March 1, 2018. |
Remarks: |
Exhibit 24 - Power of Attorney. |
/s/ Thomas W. Beetham, Attorney-in-Fact for Chris Heberlig | 05/23/2018 | |
** 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). | ||
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. |