Kristian Reich - Oct 1, 2023 Form 4 Insider Report for MoonLake Immunotherapeutics (MLTX)

Role: Chief Scientific Officer
Signature: /s/ Matthias Bodenstedt, Attorney-in-fact for Kristian Reich
Stock symbol: MLTX
Transactions as of: Oct 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/3/2023, 07:27 PM
Previous filing: Apr 7, 2023
Next filing: Feb 16, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MLTX	Class A ordinary shares, par value $0.0001 per share	Conversion of derivative security		+2.53M	+505.49%		3.03M	Oct 1, 2023	See footnote.	F1, F2, F3
transaction	MLTX	Class C ordinary shares, par value $0.0001 per share	Disposed to Issuer		-2.53M	-100%		0	Oct 1, 2023	See footnote.	F1, F2, F3
transaction	MLTX	Class A ordinary shares, par value $0.0001 per share	Conversion of derivative security		+42K	+42.8%		140K	Oct 1, 2023	Direct	F2, F4
transaction	MLTX	Class C ordinary shares, par value $0.0001 per share	Disposed to Issuer		-42K	-17.62%		196K	Oct 1, 2023	Direct	F2, F4, F5, F6

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
transaction	MLTX	Common shares, par value CHF 0.10 per share, of MoonLake AG	Conversion of derivative security		-75.1K	-100%		0	Oct 1, 2023	Class A ordinary shares, par value $0.0001 per share	2.53M		See footnote.	F1, F2, F3
transaction	MLTX	Common shares, par value CHF 0.10 per share, of MoonLake AG	Conversion of derivative security		-1.25K	-17.62%		5.84K	Oct 1, 2023	Class A ordinary shares, par value $0.0001 per share	42K		Direct	F2, F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	On October 1, 2023, the Reporting Person exchanged 75,136 common shares of MoonLake Immunotherapeutics AG ("MoonLake AG") for 2,527,477 Class A ordinary shares of the Issuer. In connection with the exchange, 2,527,477 Class C ordinary shares of the Issuer were automatically cancelled by the Issuer for no consideration.
F2	The common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares at a rate of 1 common share of MoonLake AG for 33.638698 Class A ordinary shares, rounded to the nearest whole share. Upon any such exchange of a common share of MoonLake AG, the corresponding Class C ordinary share of the Issuer will be automatically cancelled.
F3	Represents the ordinary shares of the Issuer owned by JeruCon Beratungsgesellschaft mbH. Dr. Reich directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the ordinary shares (and the corresponding common shares of MoonLake AG) owned by JeruCon Beratungsgesellschaft mbH.
F4	On October 1, 2023, the Reporting Person exchanged 1,248 common shares of MoonLake AG for 41,981 shares of Class A ordinary shares. In connection with the exchange, 41,981 shares of Class C ordinary shares were automatically cancelled by the Issuer for no consideration.
F5	10,000 of the common shares of MoonLake AG held by the holder (the "second leaver shares") are subject to a reverse vesting condition, such that 25% vested on January 18, 2023 and 75% vest on the 18th of each month at a rate of 2.08%, and they will be fully vested on January 18, 2026 (the "second vesting period"). Upon the occurrence of any transfer of MoonLake AG shares in one or a series of related transactions that results in the proposed acquiror holding directly, or indirectly through one or more intermediaries, more than 50% of the then issued share capital of MoonLake AG (a "Change of Control"), the unvested second leaver shares will fully vest.
F6	(continued from footnote 6) If, before the end of the second vesting period the employment relationship of the holder is terminated (a) for any reason other than for cause, MoonLake AG or any third party designated by it, shall have an option to purchase all or a pro rata portion of the unvested second leaver shares at nominal value of CHF 0.10 per share or (b) for cause, MoonLake AG or any third party designated by it, shall have an option to purchase all or a pro rata portion of the second leaver shares at nominal value of CHF 0.10 per share. In connection with any such purchase of such second leaver shares, the corresponding Class C ordinary shares of the Issuer will also be transferred to the purchaser.