Large owner Pontifax Management 4 G.P. (2015) Ltd. sold $84,975,125 worth of shares (4,787,331 units at $17.75) (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) 10/15/2025 | ||||||||||||||||||||||||||
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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, $0.0001 par value per share | 10/15/2025 | S | 2,284,612 | D | $17.75 | 0 | I | By Pontifax (Israel) IV, L.P.(1) | ||
| Common Stock, $0.0001 par value per share | 10/15/2025 | S | 1,121,045 | D | $17.75 | 0 | I | By Pontifax (Cayman) IV, L.P.(2) | ||
| Common Stock, $0.0001 par value per share | 10/15/2025 | S | 1,226,412 | D | $17.75 | 0 | I | By Pontifax (China) IV, L.P.(3) | ||
| Common Stock, $0.0001 par value per share | 10/15/2025 | S | 155,262 | D | $17.75 | 0 | I | By Pontifax Late Stage Fund, L.P.(4) | ||
| Common Stock, $0.0001 par value per share | 5,250 | I | By Tomer Kariv(5) | |||||||
| Common Stock, $0.0001 par value per share | 5,250 | I | By Ran Nussbaum(5) | |||||||
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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 | ||||||||
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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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. 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. Each of Tomer Kariv and Ran Nussbaum is a Managing Partner of Management 4 and, as a result, Messrs. Kariv and Nussbaum may be deemed to share voting and investment power with respect to the shares held by Israel IV. Management 4 and Messrs. Kariv and Nussbaum disclaim beneficial ownership of such shares, except to the extent of his or 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, as amended, 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. As a result, Management 4 may be deemed to share voting and dispositive power with respect to the shares held by Cayman IV. Each of Tomer Kariv and Ran Nussbaum is a Managing Partner of Management 4 and, as a result, Messrs. Kariv and Nussbaum may be deemed to share voting and investment power with respect to the shares held by Cayman IV. Management 4 and Messrs. Kariv and Nussbaum disclaim beneficial ownership of such shares, except to the extent of his or 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, as amended, 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. As a result, Management 4 may be deemed to share voting and dispositive power with respect to the shares held by China IV. Each of Tomer Kariv and Ran Nussbaum is a Managing Partner of Management 4 and, as a result, Messrs. Kariv and Nussbaum may be deemed to share voting and investment power with respect to the shares held by China IV. Management 4 and Messrs. Kariv and Nussbaum disclaim beneficial ownership of such shares, except to the extent of his or 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, as amended, or otherwise. |
| 4. 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 the 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, Management 4 and Tomer Kariv and Ran Nussbaum 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein. |
| 5. In connection with the Stock Purchase Agreement, dated October 15, 2025, by and among certain of the Reporting Persons and the Issuer and the resignations of each of Tomer Kariv and Ran Nussbaum from the Issuer's board of directors, the Issuer accelerated the vesting of the restricted stock unit awards and certain options held by Messrs. Kariv and Nussbaum that were previously reported in their respective Form 4 filings. |
| Pontifax Management 4 G.P. (2015) Ltd., By: /s/ Tomer Kariv, Chief Executive Officer | 10/17/2025 | |
| Pontifax (Israel) IV L.P., By: /s/ Tomer Kariv, Chief Executive Officer | 10/17/2025 | |
| Pontifax (Cayman) IV L.P., By: /s/ Tomer Kariv, Chief Executive Officer | 10/17/2025 | |
| Pontifax (China) IV L.P., By: /s/ Tomer Kariv, Chief Executive Officer | 10/17/2025 | |
| Pontifax Late Stage Fund, L.P., By: /s/ Asaf Shinar, Chief Financial Officer | 10/17/2025 | |
| Pontifax Late Stage GP Ltd., By: /s/ Asaf Shinar, Chief Financial Officer | 10/17/2025 | |
| /s/ Tomer Kariv | 10/17/2025 | |
| /s/ Ran Nussbaum | 10/17/2025 | |
| ** 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. | ||