SEC Filing | Kinnate Biopharma

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GORDON CARL L

(Last)

(First)

(Middle)

11975 EL CAMINO REAL, SUITE 101

(Street)

SAN DIEGO

91230

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/02/2020

3. Issuer Name and Ticker or Trading Symbol
Kinnate Biopharma Inc. [ KNTE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	293,995	⁽¹⁾	I	See footnotes⁽²⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,660,503	⁽¹⁾	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	143,431	⁽¹⁾	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock and Series B Preferred Stock will automatically convert into one share of common stock immediately prior to the completion of the issuer's initial public offering and has no expiration date. Each share of the issuer's Series C Preferred Stock will automatically convert into 1.00335008 shares of common stock immediately prior to the completion of the issuer's initial public offering and has no expiration date.

2. 243,494 of these shares are owned directly by OrbiMed Private Investments VII, LP (OPI VII); and 50,501 of these shares are held by OrbiMed Genesis Master Fund, L.P. (Genesis).

3. 2,651,042 of these shares are owned directly by OPI VII; and 9,461 of these shares are held by Genesis.

4. 118,794 of these shares are owned directly by OPI VII; and 24,637 of these shares are held by Genesis..

5. OrbiMed Capital GP VII LLC (OrbiMed GP VII) is the general partner of OPI VII and OrbiMed Advisors LLC (OrbiMed Advisors) is the managing member of OrbiMed GP VII. By virtue of such relationships, OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of OrbiMed Advisors. OrbiMed Genesis GP LLC (Genesis GP) is the general partner of Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities.

6. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VII and Genesis.

7. Each of the Reporting Person, OrbiMed Advisors, OrbiMed GP VII, and Genesis GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, OrbiMed GP VII, and Genesis GP is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

Date set forth above represents the effective date of the issuer's initial public offering. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Mark Meltz, attorney-in-fact	12/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Kinnate Biopharma Inc. (the “Company”), hereby constitutes and appoints Nima Farzan, Mark Meltz, James Reilly, and Benjamin Capps the undersigned’s true and lawful attorneys-in-fact to:

complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and

do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys‑in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 10^th day of November, 2020.

Signature:

/s/ Carl Gordon


	Print Name :	Carl Gordon