James B. Tananbaum - 03 Apr 2024 Form 4 Insider Report for Kinnate Biopharma Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
05 Apr 2024, 16:55:52 UTC
Prior SEC filing
31 Aug 2023
Next SEC filing
27 Jun 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ James P. Reilly, Attorney-in-Fact

Key filing fact

James B. Tananbaum filed Form 4 for Kinnate Biopharma Inc. on 05 Apr 2024.

Key facts

  • This page summarizes James B. Tananbaum's Form 4 filing for Kinnate Biopharma Inc..
  • 5 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 05 Apr 2024, 16:55.

Change

  • Previous filing in this sequence was filed on 31 Aug 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

KNTE transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-9,671,643
Change %
-100%
Price
Shares after
0
Date
03 Apr 2024
Ownership
By Fund
Footnotes
F1, F2
KNTE transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-3,525,957
Change %
-100%
Price
Shares after
0
Date
03 Apr 2024
Ownership
By Fund
Footnotes
F1, F3
KNTE transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-520,711
Change %
-100%
Price
Shares after
0
Date
03 Apr 2024
Ownership
By Fund
Footnotes
F1, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

KNTE transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares
-40,501
Change %
-100%
Price
Shares after
0
Date
03 Apr 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
40,501
Exercise price
$20.00
Footnotes
F5
KNTE transaction Derivative

Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares
-20,250
Change %
-100%
Price
Shares after
0
Date
03 Apr 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
20,250
Exercise price
$8.38
Footnotes
F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

James B. Tananbaum is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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.

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