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^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2018

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

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

	Form filed by One Reporting Person
X	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)
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 Shares	05/29/2018		P		299,403	A	$18	299,403	I	See Footnotes⁽¹⁾⁽²⁾⁽¹⁴⁾⁽¹⁵⁾
Class A Common Shares	05/29/2018		P		2,700,597	A	$18	2,700,597	I	See Footnotes⁽¹⁾⁽³⁾⁽¹⁴⁾⁽¹⁵⁾

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)
Series C Preferred	⁽⁵⁾	02/09/2018		P		420,897		⁽⁵⁾	⁽⁵⁾	Class A1 Common Shares	420,897	⁽⁴⁾	420,897	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾
Series C Preferred	⁽⁵⁾	02/09/2018		P		3,734,103		⁽⁵⁾	⁽⁵⁾	Class A1 Common Shares	3,734,103	⁽⁴⁾	3,734,103	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽¹⁴⁾⁽¹⁵⁾
Series C Preferred	⁽⁵⁾	05/29/2018		C			420,897	⁽⁵⁾	⁽⁵⁾	Class A1 Common Shares	420,897	⁽¹³⁾	0	I	See Footnotes⁽⁶⁾⁽⁸⁾⁽¹⁴⁾⁽¹⁵⁾
Class A1 Common Shares	⁽⁸⁾	05/29/2018		C		420,897		⁽⁸⁾	⁽⁸⁾	Class A Common Shares	420,897	⁽¹³⁾	420,897	I	See Footnotes⁽⁶⁾⁽⁸⁾⁽¹⁴⁾⁽¹⁵⁾
Series C Preferred	⁽⁵⁾	05/29/2018		C			3,734,103	⁽⁵⁾	⁽⁵⁾	Class A1 Common Shares	3,734,103	⁽¹³⁾	0	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽¹⁴⁾⁽¹⁵⁾
Class A1 Common Shares	⁽⁸⁾	05/29/2018		C		3,734,103		⁽⁸⁾	⁽⁸⁾	Class A Common Shares	3,734,103	⁽¹³⁾	3,734,103	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽¹⁴⁾⁽¹⁵⁾
Series B Preferred	⁽⁹⁾	05/29/2018		C			313,621	⁽⁹⁾	⁽⁹⁾	Class A1 Common Shares	313,621	⁽¹³⁾	0	I	See Footnotes⁽⁶⁾⁽¹⁰⁾⁽¹⁴⁾⁽¹⁵⁾
Class A1 Common Shares	⁽¹⁰⁾	05/29/2018		C		313,621		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Shares	313,621	⁽¹³⁾	734,518	I	See Footnotes⁽⁶⁾⁽¹⁰⁾⁽¹⁴⁾⁽¹⁵⁾
Series B Preferred	⁽⁹⁾	05/29/2018		C			3,284,771	⁽⁹⁾	⁽⁹⁾	Class A1 Common Shares	3,284,771	⁽¹³⁾	0	I	See Footnotes⁽⁷⁾⁽¹⁰⁾⁽¹⁴⁾⁽¹⁵⁾
Class A1 Common Shares	⁽¹⁰⁾	05/29/2018		C		3,284,771		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Shares	3,284,771	⁽¹³⁾	7,018,874	I	See Footnotes⁽⁷⁾⁽¹⁰⁾⁽¹⁴⁾⁽¹⁵⁾
Series A Preferred	⁽¹¹⁾	05/29/2018		C			1,399,516	⁽¹¹⁾	⁽¹¹⁾	Class B1 Common Shares	1,399,516	⁽¹³⁾	0	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾
Class B1 Common Shares	⁽¹²⁾	05/29/2018		C		1,399,516		⁽¹²⁾	⁽¹²⁾	Class A Common Shares⁽¹²⁾	1,399,516	⁽¹³⁾	1,399,516	I	See Footnotes⁽⁶⁾⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾
Series A Preferred	⁽¹¹⁾	05/29/2018		C			14,658,102	⁽¹¹⁾	⁽¹¹⁾	Class B1 Common Shares	14,658,102	⁽¹³⁾	0	I	See Footnotes⁽⁷⁾⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾
Class B1 Common Shares	⁽¹²⁾	05/29/2018		C		14,658,102		⁽¹²⁾	⁽¹²⁾	Class A Common Shares⁽¹²⁾	14,658,102	⁽¹³⁾	14,658,102	I	See Footnotes⁽⁷⁾⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾

1. Name and Address of Reporting Person^*

BAKER BROS. ADVISORS LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

667, L.P.

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baker Bros. Advisors (GP) LLC

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baker Brothers Life Sciences LP

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAKER FELIX

(Last)

(First)

(Middle)

860 WASHINGTON STREET

3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAKER JULIAN

(Last)

(First)

(Middle)

860 WASHINGTON STREET, 3RD FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Explanation of Responses:

1. 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 299,403 and 2,700,597 Class A common shares of Kiniksa Pharmaceuticals, Ltd. (the "Issuer"), respectively, for $18.00 per share pursuant to the Issuer's initial public offering that closed on May 29, 2018.

2. After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Class A common shares reported in column 5 of Table I that are directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

3. After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Class A common shares reported in column 5 of Table I that are directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

4. On February 9, 2018, 667 and Life Sciences purchased 420,897 and 3,734,103 Series C Convertible Preferred shares ("Series C Preferred") of the Issuer, adjusted for a 2.73235 for 1 reverse split on May 11, 2018, respectively, for $15.64 per share in a private financing.

5. Series C Preferred will convert on a 1 for 1 basis (the "Series C Conversion Ratio") into Class A1 common shares of the Issuer as per the election of Baker Bros. Advisors LP (the "Adviser") at any time and automatically convert at the Series C Conversion Ratio upon the closing of the Issuer's initial public offering. The Series C Preferred have no expiration date.

6. After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

7. After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

8. Represents conversion of the Issuer's Series C Preferred Shares into Class A1 common shares as per the election of the Adviser at the Series C Conversion Ratio upon the closing of the initial public offering of the Issuer. Class A1 common shares are, subject to a beneficial ownership limitation, convertible at any time at the election of the holder on a 1 for 1 basis into Class A common shares. The Class A1 common shares have no expiration date. Each Class A1 common share automatically converts into one Class A common share upon transfer, except for transfers to or between affiliated holders.

9. Series B Convertible Preferred Shares of the Issuer ("Series B Preferred") convert into the Issuer's Class A1 common shares on a 1 for 1 basis (the "Series B Conversion Ratio") as per the election of the Adviser at any time and automatically convert at the Series B Conversion Ratio upon the closing of the Issuer's initial public offering. The Series B Preferred have no expiration date.

10. Represents conversion of the Issuer's Series B Convertible Preferred shares into Class A1 common shares as per the election of the Adviser upon the closing of the initial public offering of the Issuer. Class A1 common shares are subject to a beneficial ownership limitation, convertible at any time at the election of the holder on a 1 for 1 basis into Class A common shares. The Class A1 common shares have no expiration date. Each Class A1 common share automatically converts into one Class A common share upon transfer, except for transfers to or between affiliated holders.

11. Series A Convertible Preferred Shares of the Issuer ("Series A Preferred") convert on a 1 for 1 basis (the "Series A Conversion Ratio") into Class B1 common shares of the Issuer as per the election of the Adviser at anytime and automatically convert at the Series A Conversion Ratio upon the closing of the Issuer's initial public offering. The Series A Preferred have no expiration date.

12. Represents conversion of the Issuer's Series A Preferred shares into Class B1 common shares as per the election of the Adviser at the Series A Conversion Ratio upon the closing of the initial public offering of the Issuer. Class B1 common shares are, subject to a beneficial ownership limitation, convertible at the election of the holder on a 1 for 1 basis into either Class B common shares or Class A common shares. The Class B1 common shares have no expiration date. Each Class B1 common share automatically converts into one Class A common share upon transfer, except for transfers to or between affiliated holders.

13. Pursuant to Instruction 4(c)(iii), this response has been left blank.

14. The Adviser serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.

15. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Felix J. Baker, a principal and Dr. Stephen R. Biggar, a full-time employee of Baker Bros. Advisors LP are directors of Kiniksa Pharmaceuticals, Ltd. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

	By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	05/31/2018
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	05/31/2018
	By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing	05/31/2018
	Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/	05/31/2018
	/s/ Felix J. Baker	05/31/2018
	/s/ Julian C. Baker	05/31/2018
	** Signature of Reporting Person	Date
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