James B. Tananbaum - Apr 3, 2024 Form 4 Insider Report for Kinnate Biopharma Inc. (KNTE)

Signature
/s/ James P. Reilly, Attorney-in-Fact
Stock symbol
KNTE
Transactions as of
Apr 3, 2024
Transactions value $
$0
Form type
4
Date filed
4/5/2024, 04:55 PM
Previous filing
Aug 31, 2023
Next filing
Jun 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KNTE Common Stock Disposed to Issuer -9.67M -100% 0 Apr 3, 2024 By Fund F1, F2
transaction KNTE Common Stock Disposed to Issuer -3.53M -100% 0 Apr 3, 2024 By Fund F1, F3
transaction KNTE Common Stock Disposed to Issuer -521K -100% 0 Apr 3, 2024 By Fund F1, 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
transaction KNTE Stock Option (right to buy) Disposed to Issuer -40.5K -100% 0 Apr 3, 2024 Common Stock 40.5K $20.00 Direct F5
transaction KNTE Stock Option (right to buy) Disposed to Issuer -20.3K -100% 0 Apr 3, 2024 Common Stock 20.3K $8.38 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James B. Tananbaum is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to that certain Agreement and Plan of Merger, dated February 16, 2024, by and between the Issuer, XOMA Corporation and XRA 1 Corp. (the "Merger Agreement") in exchange for (i) $2.5879 in cash per share (the "Cash Amount"), plus (ii) one non-transferable contingent value right ("CVR") per share.
F2 The shares are owned directly by Foresite Capital Fund IV, L.P. ("Fund IV"). Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Fund IV and may be deemed to have sole voting and dispositive power over these shares. The Reporting Person ("Dr. Tananbaum") is the sole managing member of FCM IV and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM IV and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM IV or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
F3 The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
F4 The shares are owned directly by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCOM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
F5 This option was cancelled pursuant to the Merger Agreement in exchange for one CVR for each share underlying such out-of-the-money option. However, please note that such CVRs will provide payment only after the amounts payable under such CVRs exceed a threshold equal to the excess of the per share exercise price of such out-of-the-money option over the Cash Amount.

Remarks:

This Form 4 is one of two Form 4s filed on the date hereof in respect of these transactions. The Reporting Persons for the other Form 4 are Foresite Capital Management IV, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Management V, LLC, Forsite Capital Fund IV, L.P., Foresite Capital Fund V, L.P. and Foresite Capital Opportunity Fund V, L.P.