| 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) |
| Class A Common Shares | 73,197 | D | |
| Class A Common Shares | 36,598 | I | By Krisha S. Mahoney as trustee for the Stephen F. Mahoney 2016 Irrevocable Trust |
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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 | ||||
| Class B Common Shares | (1) | (1) | Class A Common Shares | 548,977 | (1) | D | |
| Series A Preferred Shares | (2) | (2) | Class B Common Shares | 107,050 | (2) | D | |
| Series C Preferred Shares | (3) | (3) | Class A Common Shares | 6,392 | (3) | D | |
| Share Option | (4) | 12/15/2025 | Class A Common Shares | 125,941 | 1.59 | D | |
| Share Option | (5) | 06/28/2027 | Class A Common Shares | 87,848 | 3.8 | D | |
| Share Option | (6) | 02/29/2028 | Class A Common Shares | 128,094 | 10.36 | D | |
| Explanation of Responses: |
| 1. Each share of Class B Common Shares is convertible at any time at the election of the holder into one share of Class A Common Shares or one share of Class B1 Common Shares and will automatically convert into Class A Common Shares upon transfer to an unaffiliated party. |
| 2. The preferred shares will automatically convert into the Issuer's Class B Common Shares on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. |
| 3. The preferred shares will automatically convert into the Issuer's Class A Common Shares on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. |
| 4. The option vests and becomes exercisable as to 25% of the of the total grant on the first anniversary of the vesting commencement date and vests in equal monthly installments over a three-year period therafter. The vesting commencement date is August 1, 2015. |
| 5. The option vests and becomes exercisable as to 25% of the of the total grant on the first anniversary of the vesting commencement date and vests in equal monthly installments over a three-year period therafter. The vesting commencement date is June 28, 2017. |
| 6. The option vests and becomes exercisable as to 16% of the of the total grant on the first anniversary of the vesting commencement date and thereafter on each one month anniversary of the vesting commencement date, with 1/36th of 48% of the underlying shares vesting and becoming exercisable during the first 36 months and 1.5% of the underlying shares vesting and becoming exercisable for the remaining 24 months. The vesting commencement date is March 1, 2018. |
| Remarks: |
| Exhibit 24 - Power of Attorney. |
| /s/ Thomas W. Beetham, Attorney-in-Fact for Stephen F. Mahoney | 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. | ||
POWER OF ATTORNEY
With respect to holdings of and transactions in securities issued by Kiniksa Pharmaceuticals, Ltd. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:
1. prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
2. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 23rd day of May, 2018.
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/s/ Stephen Mahoney |
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Stephen Mahoney |
Schedule A
Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution
Thomas Beetham
Chris Heberlig
Theresa Boni