Director Baker Bros. Advisors Lp was granted 9,460 units of Class A Ordinary Shares (SEC Form 4)
$KNSA
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
Kiniksa Pharmaceuticals International, plc [ KNSA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Ordinary Shares | 10/04/2024 | A | 4,730(1) | A | $0 | 128,802(2)(3) | I | See Footnotes(4)(5)(6)(7)(8)(9)(10) | ||
| Class A Ordinary Shares | 10/04/2024 | A | 4,730(1) | A | $0 | 2,730,419(2)(3) | I | See Footnotes(5)(6)(7)(8)(9)(10)(12) | ||
| Class A Ordinary Shares | 14,840(2)(3)(11) | D | ||||||||
| Class A Ordinary Shares | 14,840(2)(3)(13) | D | ||||||||
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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 | ||||||||
| Non- Qualified Share Option (right to buy) | $24.48 | 10/04/2024 | A | 28,384(14) | (14) | 10/03/2034 | Class A ordinary shares | 28,384 | $0 | 28,384 | I | See Footnotes(4)(5)(6)(7)(8)(9) | |||
| Non- Qualified Share Option (right to buy) | $24.48 | 10/04/2024 | A | 28,384(14) | (14) | 10/03/2034 | Class A ordinary shares | 28,384 | $0 | 28,384 | I | See Footnotes(5)(6)(7)(8)(9)(12) | |||
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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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. On October 4, 2024, Kiniksa Pharmaceuticals International, plc (the "Issuer") granted 4,730 restricted share units (each an "RSU") payable solely in Class A ordinary shares ("Class A ordinary shares") to M. Cantey Boyd, a full-time employee of Baker Bros. Advisors LP (the "Adviser"), in conjunction with her appointment to the board of directors of the Issuer (the "Board") pursuant to the Issuer's 2018 Incentive Award Plan (the "Incentive Award Plan"). One third of the RSUs vest on each anniversary of the grant date subject to M. Cantey Boyd's continuous service on the Board through the vesting date. Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), and M. Cantey Boyd and Dr. Stephen Biggar, full-time employees of the Adviser, serve on the Board as representatives of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons. |
| 2. On June 27, 2024, Kiniksa Pharmaceuticals, Ltd. ("Old Kinksa") consummated redomiciliation transactions that resulted in the Issuer becoming the successor issuer to Old Kiniksa (the "Redomiciliation"). Pursuant to the Redomiciliation, holders of Old Kiniksa securities received (i) one Class A ordinary share of the Issuer for each Class A common share of Old Kiniksa held immediately prior to the effectiveness of the Redomiciliation; (ii) one Class A1 ordinary share of the Issuer for each Class A1 common share of Old Kiniksa held immediately prior to the effectiveness of the Redomiciliation; (continued in Footnote 3) |
| 3. (continued from footnote 2) (iii) one Class B ordinary share of the Issuer for each Class B common share of Old Kiniksa held immediately prior to the effectiveness of the Redomiciliation; and (iv) one Class B1 ordinary share of the Issuer for each Class B1 common share of Old Kiniksa held immediately prior to the effectiveness of the Redomiciliation, with no change in economic interest for any such holders as a result of the Redomiciliation. |
| 4. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class A ordinary shares reported in column 5 of Table I and the Share Options (as defined below) reported in column 9 of Table II held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
| 5. Pursuant to the policies of the Adviser, Felix J. Baker, Dr. Biggar and M. Cantey Boyd do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the non-qualified share options exercisable solely into Class A ordinary shares ("Share Options") and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Share Options, RSUs and any Class A ordinary shares acquired upon the exercise of Share Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board service. |
| 6. The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. |
| 7. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| 8. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Share Options, RSUs and any Class A ordinary shares received as a result of the exercise of Share Options or vesting of RSUs. |
| 9. The acquisitions of the RSUs and Share Options reported on this form represent grants to M. Cantey Boyd of 4,730 RSUs on Table I and 28,384 Share Options on Table II. These grants, totaling 4,730 RSUs and 28,384 Share Options for M. Cantey Boyd, are reported for each of the Funds as each has an indirect pecuniary interest in such securities. |
| 10. Includes beneficial ownership of 12,546 Class A ordinary shares received or to be received from vesting of RSUs each previously granted to Felix J. Baker and Dr. Biggar in their capacity as directors of the Issuer. |
| 11. Class A ordinary shares held directly by Felix J. Baker. |
| 12. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Class A ordinary shares reported in column 5 of Table I and the Share Options reported in column 9 of Table II held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
| 13. Class A ordinary shares held directly by Julian C. Baker. |
| 14. On October 4, 2024, the Issuer granted 28,384 Share Options to M. Cantey Boyd, pursuant to the Incentive Award Plan. The Share Options have a strike price of $24.48, one third of which vests on the first anniversary of the grant date with the remaining two thirds vesting in 24 equal monthly installments, and expire 10 years from the date of grant. |
| Remarks: |
| Effective October 4, 2024, M. Cantey Boyd, a full-time employee of Baker Bros. Advisors LP (the "Adviser") was appointed to the board of directors of Kiniksa Pharmaceuticals International, plc (the "Issuer"). Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC, and Dr. Stephen R. Biggar and M. Cantey Boyd, full-time employees of the Adviser, are directors of the Issuer. By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Felix J. Baker are deemed directors by deputization of the Issuer. |
| By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 10/08/2024 | |
| Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 10/08/2024 | |
| By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing | 10/08/2024 | |
| Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: /s/ Scott L. Lessing, President | 10/08/2024 | |
| /s/ Felix J. Baker | 10/08/2024 | |
| /s/ Julian C. Baker | 10/08/2024 | |
| ** 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. | ||