Kristian Reich - Apr 5, 2023 Form 4 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, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/7/2023, 04:05 PM
Previous filing: Apr 15, 2022
Next filing: Oct 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MLTX	Class A ordinary shares, par value $0.0001 per share	Conversion of derivative security		+500K			500K	Apr 5, 2023	See footnote.	F1, F2, F3
transaction	MLTX	Class C ordinary shares, par value $0.0001 per share	Disposed to Issuer		-500K	-16.52%		2.53M	Apr 5, 2023	See footnote.	F1, F2, F3, F4
transaction	MLTX	Class A ordinary shares, par value $0.0001 per share	Conversion of derivative security		+98.1K			98.1K	Apr 5, 2023	Direct	F2, F5
transaction	MLTX	Class C ordinary shares, par value $0.0001 per share	Disposed to Issuer		-98.1K	-29.16%		238K	Apr 5, 2023	Direct	F2, F5, F6, F7

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	Common shares, par value CHF 0.10 per share, of MoonLake AG	Conversion of derivative security		-14.9K	-16.52%		75.1K	Apr 5, 2023	Class A ordinary shares, par value $0.0001 per share	500K		See footnote.	F1, F2, F3, F4
transaction	MLTX	Common shares, par value CHF 0.10 per share, of MoonLake AG	Conversion of derivative security		-2.92K	-29.16%		7.08K	Apr 5, 2023	Class A ordinary shares, par value $0.0001 per share	98.1K		Direct	F2, F5, F6, F7

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

Explanation of Responses:

Id	Content
F1	On April 5, 2023, the Reporting Person exchanged 14,864 common shares of MoonLake Immunotherapeutics AG ("MoonLake AG") for 500,006 Class A ordinary shares of the Issuer. In connection with the exchange, 500,006 Class C ordinary shares of the Issuer were automatically cancelled by the Issuer for no consideration.
F2	The common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares at a rate of 1 common share of MoonLake AG 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 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 ordinary shares (and the corresponding common shares of MoonLake AG) owned by JeruCon Beratungsgesellschaft mbH.
F4	53,625 of the common shares of 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.
F5	On April 5, 2023, the Reporting Person exchanged 2,916 common shares of MoonLake AG for 98,090 shares of Class A ordinary shares. In connection with the exchange, 98,090 shares of Class C ordinary shares were automatically cancelled by the Issuer for no consideration.
F6	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% vested 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.
F7	(continued from footnote 6) 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.