Kristian Reich - Apr 5, 2022 Form 3 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
Apr 5, 2022
Transactions value $
$0
Form type
3
Date filed
4/15/2022, 04:07 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 3.03M Apr 5, 2022 See footnote. F1, F2, F3
holding MLTX Class C ordinary shares, par value $0.0001 per share 336K Apr 5, 2022 Direct 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
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 90K See footnote. F1, F2, F3
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 10K Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 53,625 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 4,125 initial leaver shares vest on the 28th of each month, and they will be fully vested on April 28, 2023 (the "initial vesting period"). 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 Represents the Class C 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 Class C ordinary shares (and the corresponding common shares of MoonLake AG) owned by JeruCon Beratungsgesellschaft mbH.
F4 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% 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 (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.

Remarks:

Exhibit 24 - Power of Attorney