Large owner Adar1 Capital Management, Llc bought $328,127 worth of shares (34,925 units at $9.40) (SEC Form 4)
$KROS
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Keros Therapeutics, Inc. [ KROS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2025 | ||||||||||||||||||||||||||
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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 | 04/09/2025 | P | 18,560 | A | $9.3952(2) | 3,493,404 | I | By ADAR1 Partners, LP(1)(8) | ||
| Common Stock | 04/09/2025 | P | 16,365 | A | $9.3952(3) | 743,558 | I | By Spearhead Insurance Solutions IDF, LLC(1)(8) | ||
| Common Stock | 04/09/2025 | P/K | 325,000 | A | $9.857(4) | 3,818,404 | I | By ADAR1 Partners, LP(1)(8) | ||
| Common Stock | 04/09/2025 | P/K | 500,000 | A | $10.33 | 4,318,404 | I | By ADAR1 Partners, LP(1)(8) | ||
| Common Stock | 04/09/2025 | P/K | 74,333 | A | $10.33 | 4,392,737 | I | By ADAR1 Partners, LP(1)(8) | ||
| Common Stock | 254,669 | I | By ADAR1 SPV I, LP(1)(8) | |||||||
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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 | ||||||||
| Cash-Settled Total Return Swaps | (5) | 04/09/2025 | J(5) | 325,000(5) | (5) | (5) | Common Stock | 325,000(5) | (5) | 624,333(5) | I | By ADAR1 Partners, LP(1)(8) | |||
| Cash-Settled Total Return Swaps | (6) | 04/09/2025 | J(6) | 500,000(6) | (6) | (6) | Common Stock | 500,000(6) | (6) | 124,333(6) | I | By ADAR1 Partners, LP(1)(8) | |||
| Cash Settled Total Return Swaps | (7) | 04/09/2025 | J(7) | 74,333(7) | (7) | (7) | Common Stock | 74,333(7) | (7) | 50,000(7) | I | By ADAR1 Partners, LP(1)(8) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. As the investment manager of ADAR1 Partners, LP and ADAR1 SPV I, LP and as the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP, ADAR1 SPV I, LP and Spearhead Insurance Solutions IDF, LLC. As the general partner of ADAR1 Partners, LP and ADAR1 SPV I, LP, ADAR1 Capital Management GP, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and ADAR1 SPV I, LP. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP, Spearhead Insurance Solutions IDF, LLC, and ADAR1 SPV I, LP. |
| 2. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.21 to $9.56, inclusive. |
| 3. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.21 to $9.56, inclusive. |
| 4. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.13 to $10.60, inclusive. |
| 5. In connection with the purchase of 325,000 securities reported as being purchased in Table 1, ADAR1 Partners, LP and the counterparty to the cash-settled total equity swaps previously reported agreed to reduce the number of notional shares of Common Stock of the Issuer in the applicable basket by a corresponding number of 325,000 shares. As a result, the aggregate number of notional shares of Common Stock of the Issuer in the applicable basket after giving effect to such transactions is 624,333 shares. |
| 6. In connection with the purchase of 500,000 securities reported as being purchased in Table 1, ADAR1 Partners, LP and the counterparty to the cash-settled total equity swaps previously reported agreed to reduce the number of notional shares of Common Stock of the Issuer in the applicable basket by a corresponding number of 500,000 shares. As a result, the aggregate number of notional shares of Common Stock of the Issuer in the applicable basket after giving effect to such transactions is 124,333 shares. |
| 7. In connection with the purchase of 74,333 securities reported as being purchased in Table 1, ADAR1 Partners, LP and the counterparty to the cash-settled total equity swaps previously reported agreed to reduce the number of notional shares of Common Stock of the Issuer in the applicable basket by a corresponding number of 74,333 shares. As a result, the aggregate number of notional shares of Common Stock of the Issuer in the applicable basket after giving effect to such transactions is 50,000 shares. |
| 8. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
| ADAR1 Capital Management, LLC, By /s/ Daniel Schneeberger, Manager | 04/11/2025 | |
| ADAR1 Partners, LP, By /s/ Daniel Schneeberger, Manager | 04/11/2025 | |
| ADAR1 Capital Management GP, LLC, By /s/ Daniel Schneeberger, Manager | 04/11/2025 | |
| /s/ Daniel Schneeberger | 04/11/2025 | |
| ** 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. | ||