New insider Adar1 Capital Management, Llc claimed ownership of 4,456,706 shares (SEC Form 3)
$KROS
Biotechnology: Pharmaceutical Preparations
Health Care
| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/08/2025 |
3. Issuer Name and Ticker or Trading Symbol
Keros Therapeutics, Inc. [ KROS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 3,474,844 | I | By ADAR1 Partners, LP(1)(11) |
| Common Stock | 254,669 | I | By ADAR1 SPV I, LP(2)(11) |
| Common Stock | 727,193 | I | By Spearhead Insurance Solutions IDF, LLC(3)(11) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Put Option (obligation to buy) | 02/27/2025 | 05/16/2025 | Common Stock | 30,000 | $10 | I | By ADAR1 Partners, LP(4)(11) |
| Put Option (obligation to buy) | 04/03/2025 | 05/16/2025 | Common Stock | 83,600 | $10 | I | By ADAR1 Partners, LP(5)(11) |
| Put Option (obligation to buy) | 04/03/2025 | 05/16/2025 | Common Stock | 17,800 | $10 | I | By Spearhead Insurance Solutions IDF, LLC(6)(11) |
| Put Option (right to sell) | 10/01/2024 | 06/20/2025 | Common Stock | 1,400 | $70 | I | By ADAR1 Partners, LP(7)(11) |
| Put Option (right to sell) | 10/02/2024 | 06/20/2025 | Common Stock | 100 | $60 | I | By ADAR1 Partners, LP(8)(11) |
| Put Option (right to sell) | 10/01/2024 | 06/20/2025 | Common Stock | 200 | $70 | I | By Spearhead Insurance Solutions IDF, LLC(9)(11) |
| Cash-Settled Total Return Swaps | (10) | 02/02/2026 | Common Stock | 949,333 | (10) | I | By ADAR1 Partners, LP(10)(11) |
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. ADAR1 Partners, LP is a direct beneficial owner 3,474,844 shares of Common Stock of the Issuer. As the investment manager of ADAR1 Partners, LP, ADAR1 Capital Management, LLC may be deemed to be an indirect beneficial owner of such shares. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to be the indirect beneficial owner of such shares. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Daniel Schneeberger may be deemed to be the indirect beneficial owner of such shares. |
| 2. ADAR1 SPV I, LP is a direct beneficial owner 254,669 shares of Common Stock of the Issuer. As the investment manager of ADAR1 SPV I, LP, ADAR1 Capital Management, LLC may be deemed to be an indirect beneficial owner of such shares. As the general partner of ADAR1 SPV I, LP, ADAR1 Capital Management GP, LLC may be deemed to be the indirect beneficial owner of such shares. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Daniel Schneeberger may be deemed to be the indirect beneficial owner of such shares. |
| 3. Spearhead Insurance Solutions IDF, LLC is a direct beneficial owner 727,193 shares of Common Stock of the Issuer. As the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management, LLC may be deemed to be an indirect beneficial owner of such shares. As the manager of ADAR1 Capital Management, LLC, Daniel Schneeberger may be deemed to be the indirect beneficial owner of such shares. |
| 4. ADAR1 Partners, LP is party to put option contracts that provide for an obligation to buy 30,000 shares of Common Stock of the Issuer, if such put options are exercised by the counterparties to such put options. As the investment manager of ADAR1 Partners, LP, ADAR1 Capital Management, LLC may be deemed to be an indirect beneficial owner of such put options. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to be the indirect beneficial owner of such put options. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Daniel Schneeberger may be deemed to be the indirect beneficial owner of such put options. |
| 5. ADAR1 Partners, LP is party to put option contracts that provide for an obligation to buy 83,600 shares of Common Stock of the Issuer, if such put options are exercised by the counterparties to such put options. As the investment manager of ADAR1 Partners, LP, ADAR1 Capital Management, LLC may be deemed to be an indirect beneficial owner of such put options. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to be the indirect beneficial owner of such put options. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Daniel Schneeberger may be deemed to be the indirect beneficial owner of such put options. |
| 6. Spearhead Insurance Solutions IDF, LLC is party to put option contracts that provide for an obligation to buy 17,800 shares of Common Stock of the Issuer, if such put options are exercised by the counterparties to such put options. As the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management, LLC may be deemed to be an indirect beneficial owner of such put options. As the manager of ADAR1 Capital Management, LLC, Daniel Schneeberger may be deemed to be the indirect beneficial owner of such put options. |
| 7. ADAR1 Partners, LP is a direct beneficial owner of fourteen put options, each with a right to sell 100 shares of Common Stock of the Issuer, exercisable by ADAR1 Partners, LP in its discretion. As the investment manager of ADAR1 Partners, LP, ADAR1 Capital Management, LLC may be deemed to be an indirect beneficial owner of such put options. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to be the indirect beneficial owner of such put options. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Daniel Schneeberger may be deemed to be the indirect beneficial owner of such put options. |
| 8. ADAR1 Partners, LP is a direct beneficial owner of one put option, with a right to sell 100 shares of Common Stock of the Issuer, exercisable by ADAR1 Partners, LP in its discretion. As the investment manager of ADAR1 Partners, LP, ADAR1 Capital Management, LLC may be deemed to be an indirect beneficial owner of such put option. As the general partner of ADAR1 Partners, LP, ADAR1 Capital Management GP, LLC may be deemed to be the indirect beneficial owner of such put option. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Daniel Schneeberger may be deemed to be the indirect beneficial owner of such put option. |
| 9. Spearhead Insurance Solutions IDF, LLC is a direct beneficial owner of two put options, each with a right to sell 100 shares of Common Stock of the Issuer, exercisable by Spearhead Insurance Solutions IDF, LLC in its discretion. As the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management, LLC may be deemed to be an indirect beneficial owner of such put options. As the manager of ADAR1 Capital Management, LLC, Daniel Schneeberger may be deemed to be the indirect beneficial owner of such put option. |
| 10. ADAR1 Partners, LP previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution, which as of the close of business on April 8, 2025, provide ADAR1 Partners, LP with economic exposure to an aggregate of 949,333 notional shares of Common Stock of the Issuer. The swap agreements provide the ADAR1 Partners, LP with economic results that are comparable to the economic results of ownership but do not provide ADAR1 Partners, LP with the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the swap agreements (the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein. |
| 11. 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 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. | ||