Statement of Changes in Beneficial Ownership (4)
August 30 2021 - 6:08PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Wee Wendy |
2. Issuer Name and Ticker or Trading Symbol
Kindred Biosciences, Inc.
[
KIN
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O KINDRED BIOSCIENCES, INC., 1555 BAYSHORE HIGHWAY, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/27/2021 |
(Street)
BURLINGAME, CA 94010
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/27/2021 | | D | | 78613 (1) | D | $9.25 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Stock Option (right to buy) | $6.96 | 8/27/2021 | | D | | | 32500 | (2) | 1/26/2025 | Common Stock | 32500 | $2.29 (2) | 0 | D | |
Stock Option (right to buy) | $3.25 | 8/27/2021 | | D | | | 10000 | (3) | 1/27/2026 | Common Stock | 10000 | $6 (3) | 0 | D | |
Stock Option (right to buy) | $6.4 | 8/27/2021 | | D | | | 75000 | (4) | 1/23/2027 | Common Stock | 75000 | $2.85 (4) | 0 | D | |
Stock Option (right to buy) | $7.1 | 8/27/2021 | | D | | | 50000 | (5) | 7/28/2027 | Common Stock | 50000 | $2.15 (5) | 0 | D | |
Stock Option (right to buy) | $8.75 | 8/27/2021 | | D | | | 75000 | (6) | 1/22/2028 | Common Stock | 75000 | $0.5 (6) | 0 | D | |
Stock Option (right to buy) | $9.91 | 8/27/2021 | | D | | | 100000 | (7) | 1/31/2029 | Common Stock | 100000 | $0 (7) | 0 | D | |
Stock Option (right to buy) | $9.84 | 8/27/2021 | | D | | | 50000 | (8) | 1/16/2030 | Common Stock | 50000 | $0 (8) | 0 | D | |
Stock Option (right to buy) | $4.44 | 8/27/2021 | | D | | | 83500 | (9) | 1/19/2031 | Common Stock | 83500 | $4.81 (9) | 0 | D | |
Explanation of Responses: |
(1) | Represents 78,613 shares of common stock that were disposed of at the effective time of the merger (the "Merger") contemplated by the agreement and plan of merger, dated as of June 15, 2021, by and among the Elanco Animal Health Incorporated, Knight Merger Sub, Inc., and Kindred Biosciences, Inc. (the "Merger Agreement") in exchange for a cash payment of $9.25 per share. Certain of these securities were restricted stock units ("RSUs") that represented the reporting person's right to receive the Kindred Biosciences, Inc.'s common stock. Pursuant to the Merger Agreement, the RSUs were subject to acceleration of vesting, cancelled and converted automatically into the right to receive a cash payment of $9.25 per share, subject to any required withholding of taxes. The amount of securities includes 3,324 shares of Kindred Biosciences, Inc. common stock acquired under the Kindred Biosciences, Inc. Employee Stock Purchase Plan on May 31, 2021 and August 15, 2021. |
(2) | This option, which vested 25% of the total number of shares underlying the option ("Option Shares") on the annual anniversary of January 26, 2015, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $74,425.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
(3) | This option, which vested 25% of the Option Shares on the annual anniversary of January 27, 2016, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60,000.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
(4) | This option, which vested 25% of the Option Shares on the annual anniversary of January 23, 2017, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $213,750.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
(5) | This option, which vested 25% of the Option Shares on the annual anniversary of July 28, 2017, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $107,500.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
(6) | This option, which vested 25% of the Option Shares on the annual anniversary of January 22, 2018, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $37,500.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
(7) | This option vested 25% of the Option Shares on the annual anniversary of February 1, 2019, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration. |
(8) | This option vested 25% of the Option Shares on the annual anniversary of January 17, 2020, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration. |
(9) | This option provided for vesting of 25% of the Option Shares on the annual anniversary of January 20, 2021, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $401,635.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wee Wendy C/O KINDRED BIOSCIENCES, INC. 1555 BAYSHORE HIGHWAY, SUITE 200 BURLINGAME, CA 94010 |
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| Chief Financial Officer |
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Signatures
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/s/ Wendy Wee | | 8/29/2021 |
**Signature of Reporting Person | Date |
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