Elanco Animal Health Form 3 Initial statement of insider ownership

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^*

Elanco Animal Health Inc

(Last)

(First)

(Middle)

2500 INNOVATION WAY

(Street)

GREENFIELD

46140

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2021

3. Issuer Name and Ticker or Trading Symbol
Kindred Biosciences, Inc. [ KIN ]

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)

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, par value $0.0001	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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)
Stock Option (right to buy)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Common Stock, par value $0.0001	0	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. This Form 3 is being filed solely due to the entry by Elanco Animal Health Incorporated ("Elanco") and Knight Merger Sub, Inc. ("Merger Sub") into Support Agreements (each, a "Support Agreement") with certain stockholders of Kindred Biosciences, Inc. ("KindredBio"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 15, 2021, by and among Elanco, Merger Sub and KindredBio. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by Elanco and Merger Sub (together, the "Reporting Persons") with the Securities and Exchange Commission on June 25, 2021 (the "Schedule 13D").

2. Merger Sub is a direct wholly owned subsidiary of Elanco. As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 6,846,657 shares, which represent approximately 15.10% of KindredBio's total outstanding shares as of June 14, 2021, based on the representations made by KindredBio in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

3. Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.

4. Generally, upon the exercise of any security convertible or exchangeable for any common stock of KindredBio by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.

	/s/ Todd Young as Executive Vice President and Chief Financial Officer of Elanco Animal Health Incorporated	06/25/2021
	** 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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