Ran Nussbaum - Nov 29, 2022 Form 4 Insider Report for Keros Therapeutics, Inc. (KROS)

Role
Director, 10%+ Owner
Signature
/s/ Keith Regnante, Attorney-in-Fact
Stock symbol
KROS
Transactions as of
Nov 29, 2022
Transactions value $
-$1
Form type
4
Date filed
11/30/2022, 03:40 PM
Previous filing
Feb 28, 2023
Next filing
Jun 8, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KROS Common Stock Exercise of in-the-money or at-the-money derivative security $0 -3.54K -0.15% $0.00* 2.28M Nov 29, 2022 See footnote F1, F2
transaction KROS Common Stock Exercise of in-the-money or at-the-money derivative security $0 -1.72K -0.15% $0.00* 1.12M Nov 29, 2022 See footnote F1, F3
transaction KROS Common Stock Exercise of in-the-money or at-the-money derivative security $0 -1.91K -0.16% $0.00* 1.23M Nov 29, 2022 See footnote 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
transaction KROS Call Options (obligation to sell) Exercise of in-the-money or at-the-money derivative security $0 -3.54K -100% $0.00* 0 Nov 29, 2022 Common Stock 3.54K $0.00 See footnote F1, F2, F5
transaction KROS Call Options (obligation to sell) Exercise of in-the-money or at-the-money derivative security $0 -1.72K -100% $0.00* 0 Nov 29, 2022 Common Stock 1.72K $0.00 See footnote F1, F3, F5
transaction KROS Call Options (obligation to sell) Exercise of in-the-money or at-the-money derivative security $0 -1.91K -100% $0.00* 0 Nov 29, 2022 Common Stock 1.91K $0.00 See footnote F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents an exercise of a call option (obligation to sell), pursuant to a stock option agreement dated January 21, 2016, by and between the Pontifax (Israel) IV, L.P. ("Israel IV"), Pontifax (Cayman) IV, L.P. ("Cayman IV") and Pontifax (China) IV, L.P. ("China IV") and a certain securityholder.
F2 The securities are held by Israel IV. Pontifax Management 4 G.P. (2015) Ltd. ("Management 4") is the ultimate general partner of Israel IV. As a result Management 4 may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. The Reporting Person, a member of the board of directors of the Issuer, is a Managing Partner of Management 4 and, as a result, may be deemed to share voting and investment power with respect to the shares held by Israel IV. Each of Management 4 and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
F3 The securities are held by Cayman IV. Management 4 is the ultimate general partner of Cayman IV. The Reporting Person, a member of the board of directors of the Issuer, is a Managing Partner of Management 4 and, as a result, may be deemed to share voting and investment power with respect to the shares held by Cayman IV. Each of Management 4 and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
F4 The securities are held by China IV. Management 4 is the ultimate general partner of China IV. The Reporting Person, a member of the board of directors of the Issuer, is a Managing Partner of Management 4 and, as a result, may be deemed to share voting and investment power with respect to the shares held by China IV. Each of Management 4 and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
F5 Fully vested and exercisable.