Elanco Animal Health Inc - Jun 15, 2021 Form 3 Insider Report for Kindred Biosciences, Inc. (KIN)

Role: 10%+ Owner
Signature: /s/ Todd Young as Executive Vice President and Chief Financial Officer of Elanco Animal Health Incorporated
Stock symbol: KIN
Transactions as of: Jun 15, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/25/2021, 04:31 PM
Next filing: Aug 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	KIN	Common Stock, par value $0.0001						0	Jun 15, 2021	See Footnotes	F1, F2, F3, 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	KIN	Stock Option (right to buy)							Jun 15, 2021	Common Stock, par value $0.0001	0		See Footnotes	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	This Form 3 is being filed solely due to the entry by Elanco Animal Health Incorporated ("Elanco") and Knight Merger Sub, Inc. ("Merger Sub") into Support Agreements (each, a "Support Agreement") with certain stockholders of Kindred Biosciences, Inc. ("KindredBio"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 15, 2021, by and among Elanco, Merger Sub and KindredBio. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by Elanco and Merger Sub (together, the "Reporting Persons") with the Securities and Exchange Commission on June 25, 2021 (the "Schedule 13D").
F2	Merger Sub is a direct wholly owned subsidiary of Elanco. As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 6,846,657 shares, which represent approximately 15.10% of KindredBio's total outstanding shares as of June 14, 2021, based on the representations made by KindredBio in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F3	Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.
F4	Generally, upon the exercise of any security convertible or exchangeable for any common stock of KindredBio by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.