Statement of Changes in Beneficial Ownership (4)
August 30 2021 - 1:56PM
Edgar (US Regulatory)
FORM 4
[X]
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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3235-0287
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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
*
McCracken Joseph S |
2. Issuer Name and Ticker or Trading Symbol
Kindred Biosciences, Inc.
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KIN
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O KINDRED BIOSCIENCES, INC., 1555 BAYSHORE HIGHWAY, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/27/2021 |
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(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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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) | $9.65 | 8/27/2021 | | D | | | 41890 | (1) | 4/19/2028 | Common Stock | 41890 | $0 (1) | 0 | D | |
| Stock Option (right to buy) | $11 | 8/27/2021 | | D | | | 10000 | (2) | 6/21/2028 | Common Stock | 10000 | $0 (2) | 0 | D | |
| Stock Option (right to buy) | $9.91 | 8/27/2021 | | D | | | 48500 | (3) | 1/31/2029 | Common Stock | 48500 | $0 (3) | 0 | D | |
| Stock Option (right to buy) | $9.84 | 8/27/2021 | | D | | | 48500 | (4) | 1/16/2030 | Common Stock | 48500 | $0 (4) | 0 | D | |
| Stock Option (right to buy) | $4.44 | 8/27/2021 | | D | | | 48500 | (5) | 1/19/2031 | Common Stock | 48500 | $4.81 (5) | 0 | D | |
| Explanation of Responses: |
| (1) | This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to 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 no consideration. |
| (2) | This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration. |
| (3) | This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration. |
| (4) | This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration. |
| (5) | This option provided for vesting in four equal quarterly installments from the option grant 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 $233,285.00, 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 |
McCracken Joseph S
C/O KINDRED BIOSCIENCES, INC.
1555 BAYSHORE HIGHWAY, SUITE 200
BURLINGAME, CA 94010 | X |
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Signatures
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| /s/ Joseph S. McCracken | | 8/27/2021 |
| **Signature of Reporting Person | Date |
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