Wendy Wee - Aug 27, 2021 Form 4 Insider Report for Kindred Biosciences, Inc. (KIN)

Signature
/s/ Wendy Wee
Stock symbol
KIN
Transactions as of
Aug 27, 2021
Transactions value $
-$1,621,980
Form type
4
Date filed
8/30/2021, 06:08 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KIN Common Stock Disposed to Issuer -$727K -78.6K -100% $9.25 0 Aug 27, 2021 Direct F1

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 KIN Stock Option (right to buy) Disposed to Issuer -$74.4K -32.5K -100% $2.29* 0 Aug 27, 2021 Common Stock 32.5K $6.96 Direct F2
transaction KIN Stock Option (right to buy) Disposed to Issuer -$60K -10K -100% $6.00 0 Aug 27, 2021 Common Stock 10K $3.25 Direct F3
transaction KIN Stock Option (right to buy) Disposed to Issuer -$214K -75K -100% $2.85 0 Aug 27, 2021 Common Stock 75K $6.40 Direct F4
transaction KIN Stock Option (right to buy) Disposed to Issuer -$108K -50K -100% $2.15* 0 Aug 27, 2021 Common Stock 50K $7.10 Direct F5
transaction KIN Stock Option (right to buy) Disposed to Issuer -$37.5K -75K -100% $0.50* 0 Aug 27, 2021 Common Stock 75K $8.75 Direct F6
transaction KIN Stock Option (right to buy) Disposed to Issuer $0 -100K -100% $0.00* 0 Aug 27, 2021 Common Stock 100K $9.91 Direct F7
transaction KIN Stock Option (right to buy) Disposed to Issuer $0 -50K -100% $0.00* 0 Aug 27, 2021 Common Stock 50K $9.84 Direct F8
transaction KIN Stock Option (right to buy) Disposed to Issuer -$402K -83.5K -100% $4.81 0 Aug 27, 2021 Common Stock 83.5K $4.44 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 78,613 shares of common stock that were disposed of at the effective time of the merger (the "Merger") contemplated by the agreement and plan of merger, dated as of June 15, 2021, by and among the Elanco Animal Health Incorporated, Knight Merger Sub, Inc., and Kindred Biosciences, Inc. (the "Merger Agreement") in exchange for a cash payment of $9.25 per share. Certain of these securities were restricted stock units ("RSUs") that represented the reporting person's right to receive the Kindred Biosciences, Inc.'s common stock. Pursuant to the Merger Agreement, the RSUs were subject to acceleration of vesting, cancelled and converted automatically into the right to receive a cash payment of $9.25 per share, subject to any required withholding of taxes. The amount of securities includes 3,324 shares of Kindred Biosciences, Inc. common stock acquired under the Kindred Biosciences, Inc. Employee Stock Purchase Plan on May 31, 2021 and August 15, 2021.
F2 This option, which vested 25% of the total number of shares underlying the option ("Option Shares") on the annual anniversary of January 26, 2015, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $74,425.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
F3 This option, which vested 25% of the Option Shares on the annual anniversary of January 27, 2016, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60,000.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
F4 This option, which vested 25% of the Option Shares on the annual anniversary of January 23, 2017, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $213,750.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
F5 This option, which vested 25% of the Option Shares on the annual anniversary of July 28, 2017, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $107,500.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
F6 This option, which vested 25% of the Option Shares on the annual anniversary of January 22, 2018, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $37,500.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
F7 This option vested 25% of the Option Shares on the annual anniversary of February 1, 2019, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration.
F8 This option vested 25% of the Option Shares on the annual anniversary of January 17, 2020, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration.
F9 This option provided for vesting of 25% of the Option Shares on the annual anniversary of January 20, 2021, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $401,635.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.