SEC Form 4 · accession 0001193805-18-000778
Kiniksa Pharmaceuticals International, plc · KNSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)
10% Owner · Other
Deerfield Mgmt L.P.
10% Owner · Other
DEERFIELD PARTNERS, L.P.
10% Owner · Other
James E Flynn
10% Owner · Other
Deerfield Special Situations Fund, L.P.
10% Owner · Other
Period of report
May 29, 2018
Accepted (ET)
May 31, 2018 · 4:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001730430
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F5,F6 | May 29, 2018 | C | 383,538 | — | A | 383,538 | I | Through Deerfield Special Situations Fund, L.P. |
| Class A Common StockF5,F6 | May 29, 2018 | P | 333,333 | $18.00 | A | 333,333 | I | Through Deerfield Partners, L.P. |
| Class A Common StockF2,F5,F6 | May 29, 2018 | P | 250,000 | $19.8126 | A | 583,333 | I | Through Deerfield Partners, L.P. |
| Class A Common StockF3,F5,F6 | May 29, 2018 | P | 25,000 | $20.9099 | A | 608,333 | I | Through Deerfield Partners, L.P. |
| Class A Common StockF4,F5,F6 | May 29, 2018 | P | 235,019 | $19.2365 | A | 843,352 | I | Through Deerfield Partners, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF1,F5,F6 | — | May 29, 2018 | C | 383,538 | D | — | — | Class A Common Stock | 383,538 | 0 | I |
Explanation of responses
- F1Each share of Series C Preferred Stock converted into one share of the Issuer's Class A Common Stock upon the closing of the Issuer's initial public offering. The number of shares reported herein gives effect to the 1-for-2.73235 reverse stock split of the Issuer's common stock and preferred stock effected by the Issuer in connection with its initial public offering.
- F2The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $19.30 to $20.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (2), (3) and (4) of this Form 4.
- F3The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $20.78 to $21.00, inclusive.
- F4The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $19.00 to $19.255, inclusive.
- F5This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of each of Deerfield Partners, L.P. and Deerfield Special Situations Fund, L.P. (the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
- F6In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Partners, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.