Bihua Chen - Apr 5, 2022 Form 4 Insider Report for MoonLake Immunotherapeutics (MLTX)

Role
10%+ Owner
Signature
/s/ Bihua Chen
Stock symbol
MLTX
Transactions as of
Apr 5, 2022
Transactions value $
$28,500,000
Form type
4
Date filed
4/7/2022, 06:26 PM
Previous filing
Aug 10, 2021
Next filing
Jun 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MLTX Class A Ordinary Shares Conversion of derivative security $0 +2.79M +647.67% $0.00 3.22M Apr 5, 2022 See footnote F1, F3
transaction MLTX Class A Ordinary Shares Purchase $28.5M +2.85M $10.00* 2.85M Apr 5, 2022 See footnote F2, 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 MLTX Class B Ordinary Shares Conversion of derivative security -2.79M -100% 0 Apr 5, 2022 Class A Ordinary Shares 2.79M See footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Helix Holdings LLC is the record holder of these securities reported. Bihua Chen is the manager of Helix Holdings LLC and has voting and investment discretion with respect to the securities held of record by Helix Holdings LLC. Ms. Chen disclaims any beneficial ownership of the securities held by Helix Holdings LLC other than to the extent of any pecuniary interest she may have therein, directly or indirectly.
F2 Various funds (the "Cormorant Funds") managed by Cormorant Asset Management, LP are the record holders of these securities. Bihua Chen is the founder and managing member of Cormorant Asset Management, LP and has voting and investment discretion with respect to the ordinary shares held by the Cormorant Funds. Ms. Chen disclaims any beneficial ownership of such securities other than to the extent of any pecuniary interest she may have therein, directly or indirectly.
F3 Each of the Issuer's Class B Ordinary Shares were convertible into Class A Ordinary Shares upon consummation of the Issuer's initial business combination and had no expiration date. In connection with the consummation of the Issuer's initial business combination ("Business Combination") and pursuant to the Business Combination Agreement dated as of October 4, 2021, by and between the Issuer, MoonLake Immunotherapeutics AG, and the other parties thereto (the "Business Combination Agreement"), such Class B Ordinary Shares automatically converted into an equal number of Class A Ordinary Shares.
F4 In connection with the Business Combination, the Cormorant Funds entered into Subscription Agreements with the Issuer dated as of October 4, 2021 and March 31, 2022, pursuant to which, at the closing of the Business Combination, the Cormorant Funds purchased an aggregate of 2,850,000 Class A Ordinary Shares at a price of $10.00 per share.