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

Role: Chief Executive Officer, Director
Signature: /s/ Richard Chin
Stock symbol: KIN
Transactions as of: Aug 27, 2021
Transactions value $: -$23,621,000
Form type: 4
Date filed: 8/30/2021, 09:46 PM
Previous filing: Aug 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KIN	Common Stock	Disposed to Issuer	-$15.8M	-1.71M	-100%	$9.25	0	Aug 27, 2021	Direct	F1
transaction	KIN	Common Stock	Disposed to Issuer	-$18.5K	-2K	-100%	$9.25	0	Aug 27, 2021	By reporting person as custodian for son	F2
transaction	KIN	Common Stock	Disposed to Issuer	-$18.5K	-2K	-100%	$9.25	0	Aug 27, 2021	By reporting person as custodian for daughter	F2
transaction	KIN	Common Stock	Disposed to Issuer	-$18.5K	-2K	-100%	$9.25	0	Aug 27, 2021	By reporting person as custodian for son	F2
transaction	KIN	Common Stock	Disposed to Issuer	-$18.5K	-2K	-100%	$9.25	0	Aug 27, 2021	By reporting person as custodian for daughter	F2

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	-$3.56M	-400K	-100%	$8.89	0	Aug 27, 2021	Common Stock	400K	$0.36	Direct	F3
transaction	KIN	Stock Option (right to buy)	Disposed to Issuer	$0	-350K	-100%	$0.00^*	0	Aug 27, 2021	Common Stock	350K	$16.52	Direct	F4
transaction	KIN	Stock Option (right to buy)	Disposed to Issuer	-$552K	-198K	-100%	$2.79	0	Aug 27, 2021	Common Stock	198K	$6.46	Direct	F5
transaction	KIN	Stock Option (right to buy)	Disposed to Issuer	-$1.15M	-198K	-100%	$5.80	0	Aug 27, 2021	Common Stock	198K	$3.45	Direct	F6
transaction	KIN	Stock Option (right to buy)	Disposed to Issuer	-$499K	-175K	-100%	$2.85	0	Aug 27, 2021	Common Stock	175K	$6.40	Direct	F7
transaction	KIN	Stock Option (right to buy)	Disposed to Issuer	-$87.5K	-175K	-100%	$0.50^*	0	Aug 27, 2021	Common Stock	175K	$8.75	Direct	F8
transaction	KIN	Stock Option (right to buy)	Disposed to Issuer	$0	-400K	-100%	$0.00^*	0	Aug 27, 2021	Common Stock	400K	$9.91	Direct	F9
transaction	KIN	Stock Option (right to buy)	Disposed to Issuer	$0	-300K	-100%	$0.00^*	0	Aug 27, 2021	Common Stock	300K	$9.84	Direct	F10
transaction	KIN	Stock Option (right to buy)	Disposed to Issuer	-$1.9M	-394K	-100%	$4.81	0	Aug 27, 2021	Common Stock	394K	$4.44	Direct	F11

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

Richard Chin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents 1,709,271 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.
F2	Disposed of pursuant to the Merger Agreement in exchange for cash payment of $9.25 per share.
F3	This option, which vested 25% of the total number of shares underlying the option ("Option Shares") on the annual anniversary of February 4, 2013, 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 $3,556,000, 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 February 4, 2014, 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 no consideration.
F5	This option, which vested 25% of the Option Shares on the annual anniversary of February 5, 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 $551,781.09, 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 8, 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 $1,147,071.80, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
F7	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 $498,750.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
F8	This option 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 $87,500.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
F9	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.
F10	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.
F11	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 $1,895,140.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.