SEC Filing | Kiniksa Pharmaceuticals

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SEC FORM 4 SEC Form 4

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^*

Patel Sanj K

(Last)

(First)

(Middle)

C/O KINIKSA PHARMACEUTICALS, LTD.

CLARENDON HOUSE 2 CHURCH STREET

(Street)

HAMILTON

HM 11

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kiniksa Pharmaceuticals, Ltd. [ KNSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHAIRMAN & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Share	04/08/2024		M		9,992	A	⁽¹⁾	67,087	D
Class A Common Share	04/08/2024		F		4,075	D	$17.9	63,012	D
Class A Common Share								109,795	I	Held by The Marina 2016 Irrevocable Trust, u/d/t June 23, 2016

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Option	$18.06	04/04/2024		A		129,750		⁽²⁾	03/31/2034	Class A Common Share	129,750	$0	129,750	D
Performance Share Unit	⁽³⁾	04/04/2024		A		20,000		⁽⁴⁾	03/31/2034	Class A Common Share	20,000	$0	20,000	D
Restricted Share Unit	⁽¹⁾	04/04/2024		A		24,950		⁽⁵⁾	⁽⁵⁾	Class A Common Share	24,950	$0	44,393	D
Restricted Share Unit	⁽¹⁾	04/08/2024		M			9,992	⁽⁶⁾	⁽⁶⁾	Class A Common Share	9,992	$0	34,401	D

Explanation of Responses:

1. Each Restricted Share Unit (RSU) represents a contingent right to receive one Class A Common Share of the Issuer.

2. The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in 36 equal month installments thereafter. The vesting commencement date is April 1, 2024.

3. Each Performance Share Unit (PSU) represents a contingent right to receive a number of Class A Common Shares of the Issuer based upon the achievement of certain pre-established performance criteria, as certified by the Issuer's Compensation Committee.

4. Unless earlier forfeited, each PSU vests and converts into not more than 200% of one Class A Common Share of the Issuer no later than January 30, 2027, unless such date falls on a non-business date, in which case the next business date shall apply.

5. The RSUs vest over a four year period, with 25% of the RSUs vesting on the vesting commencement date of April 1, 2024, and each yearly anniversary thereafter.

6. The RSUs vest over a four-year period, with 25% of the RSs vesting on the yearly anniversary of the grant date, April 7, 2022.

	/s/ Madelyn Zeylikman, Attorney-in-Fact	04/08/2024
	** 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.
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