Eben Tessari Form 3 Kiniksa Pharmaceuticals / Eben Tessari 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^*

Tessari Eben

(Last)

(First)

(Middle)

C/O KINIKSA PHARMACEUTICALS, LTD.

CLARENDON HOUSE 2 CHURCH STREET

(Street)

HAMILTON

HM11

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2021

3. Issuer Name and Ticker or Trading Symbol
Kiniksa Pharmaceuticals, Ltd. [ KNSA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Business Officer

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)
Class A Common Shares	105,942	D

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)
Share Option	⁽¹⁾	12/15/2025	Class A Common Shares	56,673	1.59	D
Share Option	⁽²⁾	06/28/2027	Class A Common Shares	35,049	3.8	D
Share Option	⁽³⁾	02/29/2028	Class A Common Shares	109,795	10.36	D
Share Option	⁽⁴⁾	09/19/2028	Class A Common Shares	45,000	30.93	D
Share Option	⁽⁵⁾	03/03/2029	Class A Common Shares	42,000	17.92	D
Share Option	⁽⁶⁾	09/16/2029	Class A Common Shares	45,000	8.83	D
Share Option	⁽⁷⁾	03/12/2030	Class A Common Shares	60,000	15.52	D
Share Option	⁽⁸⁾	09/09/2030	Class A Common Shares	60,000	15.5	D
Share Option	⁽⁹⁾	03/15/2031	Class A Common Shares	47,138	22.89	D
Restricted Share Units	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Shares	7,856	⁽¹¹⁾	D
Restricted Share Units	⁽¹²⁾	⁽¹²⁾	Class A Common Shares	4,611	⁽¹¹⁾	D
Restricted Share Units	⁽¹³⁾	⁽¹³⁾	Class A Common Shares	2,982	⁽¹¹⁾	D

Explanation of Responses:

1. The option is fully vested and exercisable.

2. The option will become fully vested and exercisable on June 28, 2021.

3. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is March 1, 2018.

4. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is September 20, 2018.

5. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is March 4, 2019.

6. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is September 17, 2019.

7. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is March 13, 2020.

8. The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is September 10, 2020.

9. The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is March 16, 2021.

10. The Restricted Share Units (RSUs) vest over a four year period, with 25% of the RSUs vesting on each yearly anniversary of the date of grant, March 16, 2021.

11. Each RSU represents a contingent right to receive one Class A Common Share of the Issuer.

12. The performance criteria for these RSUs were met. The RSUs will vest in a single installment on March 20, 2022, subject to the Reporting Person's continuous employment with the Issuer or any of its subsidiaries on the vesting date; there is no expiration date for the RSUs.

13. The performance criteria for these RSUs were met. The RSUs will vest in a single installment on March 20, 2023, subject to the Reporting Person's continuous employment with the Issuer or any of its subsidiaries on the vesting date; there is no expiration date for the RSUs.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Eben Tessari	06/21/2021
	** 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).
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.

Eben Tessari Form 3Kiniksa Pharmaceuticals / Eben Tessari ownership change