Chin Richard 4

Accession 0001250853-21-000092

CIK 0001561743other

View on SEC.gov Company Profile

Filed

Aug 29, 8:00 PM ET

Accepted

Aug 30, 9:46 PM ET

Size

36.3 KB

Accession

0001250853-21-000092

Insider Transaction Report

Form 4

Period: 2021-08-27

Kindred Biosciences, Inc.KIN

Chin Richard

DirectorPresident and CEO10% Owner

Transactions

Disposition to Issuer
Common Stock
2021-08-27$9.25/sh−2,000$18,500→ 0 total(indirect: By reporting person as custodian for son)
Disposition to Issuer
Stock Option (right to buy)
2021-08-27$8.89/sh−400,000$3,556,000→ 0 total
Exercise: $0.36Exp: 2023-02-04→ Common Stock (400,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-08-27$5.80/sh−197,771$1,147,072→ 0 total
Exercise: $3.45Exp: 2026-01-08→ Common Stock (197,771 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-08-27$0.50/sh−175,000$87,500→ 0 total
Exercise: $8.75Exp: 2028-01-22→ Common Stock (175,000 underlying)
Disposition to Issuer
Common Stock
2021-08-27$9.25/sh−1,709,271$15,810,757→ 0 total
Disposition to Issuer
Common Stock
2021-08-27$9.25/sh−2,000$18,500→ 0 total(indirect: By reporting person as custodian for son)
Disposition to Issuer
Common Stock
2021-08-27$9.25/sh−2,000$18,500→ 0 total(indirect: By reporting person as custodian for daughter)
Disposition to Issuer
Stock Option (right to buy)
2021-08-27$2.79/sh−197,771$551,781→ 0 total
Exercise: $6.46Exp: 2025-02-05→ Common Stock (197,771 underlying)
Disposition to Issuer
Common Stock
2021-08-27$9.25/sh−2,000$18,500→ 0 total(indirect: By reporting person as custodian for daughter)
Disposition to Issuer
Stock Option (right to buy)
2021-08-27−350,000→ 0 total
Exercise: $16.52Exp: 2024-02-04→ Common Stock (350,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-08-27−400,000→ 0 total
Exercise: $9.91Exp: 2029-01-31→ Common Stock (400,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-08-27$4.81/sh−394,000$1,895,140→ 0 total
Exercise: $4.44Exp: 2031-01-19→ Common Stock (394,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-08-27−300,000→ 0 total
Exercise: $9.84Exp: 2030-01-16→ Common Stock (300,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2021-08-27$2.85/sh−175,000$498,750→ 0 total
Exercise: $6.40Exp: 2027-01-23→ Common Stock (175,000 underlying)

Footnotes (11)

[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.
[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.
[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.

Documents

1 file

4
primary_doc.xmlPrimary
PRIMARY DOCUMENT

Issuer

Kindred Biosciences, Inc.

CIK 0001561743

→

Entity typeother

Related Parties

filerCIK 0001337252

Filing Metadata

Form type: 4
Filed: Aug 29, 8:00 PM ET
Accepted: Aug 30, 9:46 PM ET
Size: 36.3 KB

View on SEC.gov