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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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox checked 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*
Moat Ross

(Last) (First) (Middle)
23 OLD BOND STREET, THIRD FLOOR

(Street)
LONDON X0 W1S 4PZ

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Kiniksa Pharmaceuticals International, plc [ KNSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
CHIEF COMMERCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Ordinary Share 07/15/2024 A(1) 211 A $15.65 18,391 D
Class A Ordinary Share 09/01/2024 M 4,089 A (2) 22,480 D
Class A Ordinary Share 09/01/2024 F 1,393 D $26.74 21,087 D
Class A Ordinary Share 09/02/2024 M 994 A (2) 22,081 D
Class A Ordinary Share 09/02/2024 F 345 D $26.74 21,736 D
Class A Ordinary Share 09/03/2024 M(3) 14,000 A $8.83 35,736 D
Class A Ordinary Share 09/03/2024 M(3) 29,730 A $11.1 65,466 D
Class A Ordinary Share 09/03/2024 M(3) 24,776 A $11.97 90,242 D
Class A Ordinary Share 09/03/2024 S(3) 67,346 D $26.1(4) 22,896 D
Class A Ordinary Share 09/03/2024 S(3) 1,160 D $27.12(5) 21,736 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Unit (2) 09/01/2024 A 6,962 (6) (6) Class A Ordinary Share 6,962 $0 6,962 D
Share Option $26.74 09/01/2024 A 36,100 (7) 08/31/2034 Class A Ordinary Share 36,100 $0 36,100 D
Restricted Share Unit (2) 09/01/2024 M 2,477 (8) (8) Class A Ordinary Share 2,477 $0 4,954 D
Restricted Share Unit (2) 09/01/2024 M 1,612 (9) (9) Class A Ordinary Share 1,612 $0 4,833 D
Restricted Share Unit (2) 09/02/2024 M 994 (10) (10) Class A Ordinary Share 994 $0 994 D
Share Option $8.83 09/03/2024 M(3) 14,000 (11) 09/16/2029 Class A Ordinary Share 14,000 $0 0 D
Share Option $11.1 09/03/2024 M(3) 29,730 (12) 04/06/2032 Class A Ordinary Share 29,730 $0 18,534 D
Share Option $11.97 09/03/2024 M(3) 24,776 (13) 08/31/2032 Class A Ordinary Share 24,776 $0 30,924 D
Explanation of Responses:
1. The reporting person is voluntarily reporting the acquisition of these shares pursuant to the Issuer's 2018 Employee Share Purchase Plan for the purchase period of January 16, 2024 to July 15, 2024. The acquisition of such shares was exempt pursuant to Rule 16b-3(c).
2. Each Restricted Share Unit (RSU) represents a contingent right to receive one Class A Ordinary Share of the Issuer.
3. This transaction was effected pursuant to a Rule 10b5-1 plan executed by the reporting person on May 3, 2024
4. This transaction was executed in multiple trades through a broker-dealer at prices ranging from $25.88 to $26.80. The price reported in this column reflects a weighted average sales price. Upon request, the reporting person will provide to the SEC staff full information regarding the number of Shares sold at each price.
5. This transaction was executed in multiple trades through a broker-dealer at prices ranging from $26.995 to $27.18. The price reported in this column reflects a weighted average sales price. Upon request, the reporting person will provide to the SEC staff full information regarding the number of Shares sold at each price.
6. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the grant date September 1, 2024.
7. 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 monthly installments thereafter. The vesting commencement date is September 1, 2024.
8. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of grant, September 1, 2022.
9. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of grant, September 1, 2023.
10. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the vesting commencement date September 2, 2021.
11. The option is fully vested and exercisable.
12. 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 monthly installments thereafter. The vesting commencement date is April 7, 2022.
13. 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 monthly installments thereafter. The vesting commencement date is September 1, 2022.
/s/ Madelyn Zeylikman, Attorney-in-Fact 09/04/2024
** 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).
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