Bvf Partners L P/Il - Oct 4, 2024 Form 4 Insider Report for MoonLake Immunotherapeutics (MLTX)

Role: Director, 10%+ Owner
Signature: BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
Stock symbol: MLTX
Transactions as of: Oct 4, 2024
Transactions value $: -$100,003,200
Form type: 4
Date filed: 10/8/2024, 06:50 PM
Previous filing: Aug 22, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MLTX	Class A Ordinary Shares, $0.0001 par value	Sale	-$51.5M	-1.03M	-9.15%	$50.00	10.2M	Oct 4, 2024	Direct	F1, F2
transaction	MLTX	Class A Ordinary Shares, $0.0001 par value	Sale	-$41.8M	-837K	-9.29%	$50.00	8.17M	Oct 4, 2024	Direct	F1, F3
transaction	MLTX	Class A Ordinary Shares, $0.0001 par value	Sale	-$6.63M	-133K	-9.33%	$50.00	1.29M	Oct 4, 2024	Direct	F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MLTX	Option to Buy						7.69K	Oct 4, 2024	Class A Ordinary Shares, $0.0001 par value	7.69K	$42.44	See footnote	F1, F5, F7
holding	MLTX	Option to Buy						11.3K	Oct 4, 2024	Class A Ordinary Shares, $0.0001 par value	11.3K	$29.18	See footnote	F1, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2	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 the 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 general parter 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.
F3	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 the 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 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.
F4	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 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.
F5	This option represents a right to purchase a total of 7,688 Class A Ordinary Shares of the Issuer, which will vest in full the earlier of (i) June 6, 2025, (ii) the date of the Issuer's next annual general meeting of shareholders and (iii) the date of a Change in Control (as defined in the MoonLake Immunotherapeutics 2022 Equity Incentive Plan) of the Issuer, subject to Spike Loy's continued service to the Issuer.
F6	This option represents a right to purchase a total of 11,297 Class A Ordinary Shares of the Issuer. This option has fully vested as of the date hereof.
F7	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 Spike Loy, who serves on the Issuer's board of directors and as a Managing Director of Partners, pursuant to which Mr. Loy 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. Loy disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

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 Managing Director of Partners, Spike Loy, serving on the Board of Directors of the Issuer, and his agreement to transfer to Partners the economic benefit, if any, received upon the sale of any securities of the Issuer he receives in his capacity as a director of the Issuer.