SEC Form 4: Zhan Hangjun returned $594,830 worth of Common Stock to the company (64,306 units at $9.25), closing all direct ownership in the company
$KIN
Major Pharmaceuticals
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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Kindred Biosciences, Inc. [ KIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2021 | ||||||||||||||||||||||||||
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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 | 08/27/2021 | D | 64,306(1) | D | $9.25 | 0 | 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 | ||||||||
| Stock Option (right to buy) | $19.96 | 08/27/2021 | D | 12,000 | (2) | 04/02/2024 | Common Stock | 12,000 | $0(2) | 0 | D | ||||
| Stock Option (right to buy) | $9.17 | 08/27/2021 | D | 7,500 | (3) | 10/31/2024 | Common Stock | 7,500 | $0.08(3) | 0 | D | ||||
| Stock Option (right to buy) | $6.96 | 08/27/2021 | D | 8,000 | (4) | 01/26/2025 | Common Stock | 8,000 | $2.29(4) | 0 | D | ||||
| Stock Option (right to buy) | $3.25 | 08/27/2021 | D | 10,000 | (5) | 01/27/2026 | Common Stock | 10,000 | $6(5) | 0 | D | ||||
| Stock Option (right to buy) | $3.6 | 08/27/2021 | D | 15,000 | (6) | 04/05/2026 | Common Stock | 15,000 | $5.65(6) | 0 | D | ||||
| Stock Option (right to buy) | $6.4 | 08/27/2021 | D | 75,000 | (7) | 01/23/2027 | Common Stock | 75,000 | $2.85(7) | 0 | D | ||||
| Stock Option (right to buy) | $7.65 | 08/27/2021 | D | 50,000 | (8) | 07/24/2027 | Common Stock | 50,000 | $1.6(8) | 0 | D | ||||
| Stock Option (right to buy) | $8.75 | 08/27/2021 | D | 80,000 | (9) | 01/22/2028 | Common Stock | 80,000 | $0.5(9) | 0 | D | ||||
| Stock Option (right to buy) | $9.91 | 08/27/2021 | D | 100,000 | (10) | 01/31/2029 | Common Stock | 100,000 | $0(10) | 0 | D | ||||
| Stock Option (right to buy) | $9.84 | 08/27/2021 | D | 50,000 | (11) | 01/16/2030 | Common Stock | 50,000 | $0(11) | 0 | D | ||||
| Stock Option (right to buy) | $4.44 | 08/27/2021 | D | 83,500 | (12) | 01/19/2031 | Common Stock | 83,500 | $4.81(12) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents 64,306 shares of common stock that were disposed of at the effective time of the merger (the "Merger") contemplated by the agreement and plan of merger, dated as of June 15, 2021, by and among the Elanco Animal Health Incorporated, Knight Merger Sub, Inc., and Kindred Biosciences, Inc. (the "Merger Agreement") in exchange for a cash payment of $9.25 per share. Certain of these securities were restricted stock units ("RSUs") that represented the reporting person's right to receive the Kindred Biosciences, Inc.'s common stock. Pursuant to the Merger Agreement, the RSUs were subject to acceleration of vesting, cancelled and converted automatically into the right to receive a cash payment of $9.25 per share, subject to any required withholding of taxes. |
| 2. This option, which vested 25% of the total number of shares underlying the option ("Option Shares") on the annual anniversary of April 2, 2014, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for no consideration. |
| 3. This option, which vested 25% of the Option Shares on the annual anniversary of October 31, 2014, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $600.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
| 4. This option, which vested 25% of the Option Shares on the annual anniversary of January 26, 2015, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $18,320.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
| 5. This option, which vested 25% of the Option Shares on the annual anniversary of January 27, 2016, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60,000.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
| 6. This option, which vested 25% of the Option Shares on the annual anniversary of April 5, 2016, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $84,750.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
| 7. This option, which vested 25% of the Option Shares on the annual anniversary of January 23, 2017, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $213,750.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
| 8. This option, which vested 25% of the Option Shares on the annual anniversary of July 24, 2017, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $80,000.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
| 9. This option vested 25% of the Option Shares on the annual anniversary of January 22, 2018, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $40,000.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
| 10. This option vested 25% of the Option Shares on the annual anniversary of February 1, 2019, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration. |
| 11. This option vested 25% of the Option Shares on the annual anniversary of January 17, 2020, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration. |
| 12. This option provided for vesting of 25% of the Option Shares on the annual anniversary of January 20, 2021, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $401,635.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
| /s/ Hangjun Zhan | 08/27/2021 | |
| ** 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 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. | ||