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) 05/23/2018 |
3. Issuer Name and Ticker or Trading Symbol
Kiniksa Pharmaceuticals, Ltd. [ KNSA ] |
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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) |
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 | ||||
Series C Preferred Shares | (1) | (1) | Common Shares | 830,999 | (1) | D(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Series C Preferred Shares are convertible at any time, at the holder's election, on a 1-for-2.73235 basis and have no expiration date. The Class C Preferred Shares are expected to convert automatically upon the closing of the Issuer's initial public offering. |
2. The Series C Preferred Shares reported herein represent, on an as-converted basis, (i) 640,617 Common Shares held by Cormorant Private Healthcare Fund I, LP ("Fund I"), (ii) 161,962 Common Shares held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), and (iii) 28,420 Common Shares held by a managed account (the "Account"). |
3. Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Fund I, the Master Fund and the Account. Bihua Chen serves as manager of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose. |
Cormorant Asset Management, LP, By: Cormorant Asset Management GP, LLC, its General Partner, By: Bihua Chen, Managing Member | 05/23/2018 | |
/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member | 05/23/2018 | |
/s/ CORMORANT PRIVATE HEALTHCARE FUND I, LP By: Cormorant Private Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member | 05/23/2018 | |
/s/ Bihua Chen | 05/23/2018 | |
** 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. |