Kariv Tomer Form 3 Keros Therapeutics / Tomer Kariv ownership change

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^*

Kariv Tomer

(Last)

(First)

(Middle)

C/O KEROS THERAPEUTICS, INC.

99 HAYDEN AVENUE, SUITE 120, BUILDING E

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/07/2020

3. Issuer Name and Ticker or Trading Symbol
Keros Therapeutics, Inc. [ KROS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	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)

X	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. 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)
Common Stock	370,853	I	See footnote⁽¹⁾
Common Stock	180,546	I	See footnote⁽²⁾
Common Stock	200,509	I	See footnote⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,363,542	⁽⁴⁾	I	See footnote⁽¹⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	663,825	⁽⁴⁾	I	See footnote⁽²⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	737,226	⁽⁴⁾	I	See footnote⁽³⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	169,307	⁽⁴⁾	I	See footnote⁽¹⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	82,425	⁽⁴⁾	I	See footnote⁽²⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	91,538	⁽⁴⁾	I	See footnote⁽³⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	68,654	⁽⁴⁾	I	See footnote⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	163,612	⁽⁴⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	88,460	⁽⁴⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	79,653	⁽⁴⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	36,858	⁽⁴⁾	I	See footnote⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. The securities are held by Pontifax (Israel) IV, L.P. ("Israel IV"). Pontifax Management 4 G.P. (2015) Ltd. ("Management 4") is the ultimate general partner of Israel IV. As a result Management 4 may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. The Reporting Person, a member of the board of directors of the Issuer, is a Managing Partner of Management 4 and, as a result, may be deemed to share voting and investment power with respect to the shares held by Israel IV. Each of Management 4 and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

2. The securities are held by Pontifax (Cayman) IV, L.P. ("Cayman IV"). Management 4 is the ultimate general partner of Cayman IV. The Reporting Person, a member of the board of directors of the Issuer, is a Managing Partner of Management 4 and, as a result, may be deemed to share voting and investment power with respect to the shares held by Cayman IV. Each of Management 4 and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

3. The securities are held by Pontifax (China) IV, L.P. ("China IV"). Management 4 is the ultimate general partner of China IV. The Reporting Person, a member of the board of directors of the Issuer, is a Managing Partner of Management 4 and, as a result, may be deemed to share voting and investment power with respect to the shares held by China IV. Each of Management 4 and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

4. Each share of Series A Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock is convertible at any time, at the holder's election, into Common Stock, on a one-for-one basis, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

5. The securities are held by Pontifax Late Stage Fund, L.P. ("Late Stage"). Pontifax Late Stage GP Ltd. ("Late Stage GP") is the general partner of Late Stage and the sole shareholder of Late Stage GP is Mr. Shlomo Karako. Pursuant to Strategic Alliance Agreement, dated August 9, 2018, between Late Stage, Israel IV, Cayman IV and China IV (collectively the, "Pontifax IV Funds"), Late Stage invests side-by-side with the Pontifax IV Funds. By virtue of the strategic relationship, each of Management 4 and the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Late Stage in a manner similar to the voting and investment power with respect to the shares held by each of the Pontifax IV Funds.

6. Each of Management 4, Late Stage GP and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Keith Regnante, Attorney-in-Fact	04/07/2020
	** 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).
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.

Kariv Tomer Form 3Keros Therapeutics / Tomer Kariv ownership change