Statement of Changes in Beneficial Ownership (4)
May 31 2022 - 6:50PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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BVF PARTNERS L P/IL |
2. Issuer Name and Ticker or Trading Symbol
Kymera Therapeutics, Inc.
[
KYMR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks and Footnotes |
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(Last)
(First)
(Middle)
44 MONTGOMERY STREET, 40TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2022 |
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(Street)
SAN FRANCISCO, CA 94104
(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)
___ Form filed by One Reporting Person
_
X
_ 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, $0.0001 par value (1) | 5/26/2022 | | P | | 123043 | A | $14.2106 | 2159903 | D (2) | |
| Common Stock, $0.0001 par value (1) | 5/27/2022 | | P | | 35793 | A | $14.7828 | 2195696 | D (2) | |
| Common Stock, $0.0001 par value (1) | 5/26/2022 | | P | | 90372 | A | $14.2106 | 1601575 | D (3) | |
| Common Stock, $0.0001 par value (1) | 5/27/2022 | | P | | 26353 | A | $14.7828 | 1627928 | D (3) | |
| Common Stock, $0.0001 par value (1) | 5/26/2022 | | P | | 10642 | A | $14.2106 | 227414 | D (4) | |
| Common Stock, $0.0001 par value (1) | 5/27/2022 | | P | | 3223 | A | $14.7828 | 230637 | D (4) | |
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) | $20 | | | | | | | (5) | 8/19/2030 | Common Stock, $0.0001 par value | 40127 | | 40127 | I (6) | See footnote (6) |
| Stock Option (Right to Buy) (6) | $49.1 | | | | | | | (7) | 6/15/2031 | Common Stock, $0.0001 par value | 20063 | | 20063 | I (6) | See footnote (6) |
| Explanation of Responses: |
| (1) | This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| (2) | Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. |
| (3) | Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. |
| (4) | Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. |
| (5) | The shares subject to this option shall vest in thirty-six (36) equal monthly installments over three (3) years commencing on the date of the Registration Statement Effectiveness. |
| (6) | Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in the securities reported owned herein due to a certain agreement between Partners and Gorjan Hrustanovic, who serves on the Issuer's board of directors and as a member of Partners, pursuant to which Mr. Hrustanovic is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners. As such, Mr. Hrustanovic disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
| (7) | The shares underlying this stock option shall vest in full upon the earlier to occur of (i) June 16, 2022 and (ii) the date of the next annual meeting of the Issuer's stockholders. |
Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer due to a member of Partners, Gorjan Hrustanovic, serving on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BVF PARTNERS L P/IL
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 | X |
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| See Remarks and Footnotes |
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 | X |
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| See Remarks and Footnotes |
BVF I GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104 | X |
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| See Remarks and Footnotes |
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 | X |
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| See Remarks and Footnotes |
BVF II GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104 | X |
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| See Remarks and Footnotes |
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104 | X |
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| See Remarks and Footnotes |
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104 | X |
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| See Remarks and Footnotes |
BVF GP HOLDINGS LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104 | X |
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| See Remarks and Footnotes |
BVF INC/IL
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 | X |
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| See Remarks and Footnotes |
LAMPERT MARK N
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO, CA 94104 | X |
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| See Remarks and Footnotes |
Signatures
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| BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | | 5/31/2022 |
| **Signature of Reporting Person | Date |
| Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | | 5/31/2022 |
| **Signature of Reporting Person | Date |
| BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | | 5/31/2022 |
| **Signature of Reporting Person | Date |
| Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer | | 5/31/2022 |
| **Signature of Reporting Person | Date |
| BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | | 5/31/2022 |
| **Signature of Reporting Person | Date |
| BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | | 5/31/2022 |
| **Signature of Reporting Person | Date |
| Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President | | 5/31/2022 |
| **Signature of Reporting Person | Date |
| BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer | | 5/31/2022 |
| **Signature of Reporting Person | Date |
| BVF Inc., By: /s/ Mark N. Lampert, President | | 5/31/2022 |
| **Signature of Reporting Person | Date |
| /s/ Mark N. Lampert | | 5/31/2022 |
| **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 4(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 control number. |
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