Matthias Bodenstedt - Apr 5, 2022 Form 3 Insider Report for MoonLake Immunotherapeutics (MLTX)

Role: Chief Financial Officer
Signature: /s/ Matthias Bodenstedt
Stock symbol: MLTX
Transactions as of: Apr 5, 2022
Transactions value $: $0
Form type: 3
Date filed: 4/15/2022, 04:06 PM
Next filing: Apr 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MLTX	Class C ordinary shares, par value $0.0001 per share						411K	Apr 5, 2022	Direct	F1, F2
holding	MLTX	Class C ordinary shares, par value $0.0001 per share						505K	Apr 5, 2022	Direct	F2, F3

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	Common shares, par value CHF 0.10 per share, of MoonLake AG							Apr 5, 2022	Class A ordinary shares, par value $0.0001 per share	12.2K		Direct	F1, F2
holding	MLTX	Common shares, par value CHF 0.10 per share, of MoonLake AG							Apr 5, 2022	Class A ordinary shares, par value $0.0001 per share	15K		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	12,212 of the common shares of MoonLake Immunotherapeutics AG ("MoonLake AG") held by the holder (the "initial leaver shares") are subject to a reverse vesting condition, such that 25% vest on July 27, 2022 and 75% vest on the 27th of each month at a rate of 2.08%, and they will be fully vested on July 27, 2025 (the "initial vesting period"). The initial leaver shares will fully vest the earlier of (a) April 5, 2023 or (b) the date on which the holder's employment relationship is terminated. If, before the end of the initial vesting period (a) the employment relationship of the holder is terminated for any reason other than for cause, the vesting of all unvested initial leaver shares shall accelerate as of the effective date of termination or (b) the employment relationship of the holder is terminated for cause, MoonLake AG in first priority, and the Issuer in second priority shall have an option to purchase all or a pro rata portion of the unvested initial leaver shares at nominal value of CHF 0.10 per share. In connection with any such purchase of such initial leaver shares, the corresponding Class C ordinary shares of the Issuer will also be transferred to the purchaser.
F2	Beginning on October 5, 2022, which is the expiration of the lock-up period set forth in the Restated and Amended Shareholders' Agreement, dated April 5, 2022, by and among the Issuer, the holder and the shareholders of MoonLake AG signatory thereto, the common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares of the Issuer at a rate of 1 common share 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	15,000 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% vest 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 the earlier of (a) 12 months after the occurrence of a Change of Control or (b) the date after the occurrence of the Change of Control on which the holder's employment relationship is terminated. If, before the end of the second vesting period the employment relationship of the holder is terminated (i) 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 (ii) 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.