SEC Filing | Kinnate Biopharma

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/07/2020		C		243,494	A	⁽¹⁾	543,494	I	See footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Common Stock	12/07/2020		C		2,651,042	A	⁽¹⁾	3,194,536	I	See footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Common Stock	12/07/2020		C		118,794	A	⁽¹⁾	3,313,330	I	See footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Common Stock	12/07/2020		C		50,501	A	⁽¹⁾	50,501	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock	12/07/2020		C		9,461	A	⁽¹⁾	59,962	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock	12/07/2020		C		24,637	A	⁽¹⁾	84,599	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock								450,000	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	12/07/2020		C			243,494	⁽¹⁾	⁽¹⁾	Common Stock	243,494	$0	0	I	See footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	12/07/2020		C			2,651,042	⁽¹⁾	⁽¹⁾	Common Stock	2,651,042	$0	0	I	See footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	12/07/2020		C			118,398	⁽¹⁾	⁽¹⁾	Common Stock	118,794	$0	0	I	See footnotes⁽²⁾⁽⁵⁾⁽⁶⁾
Series A Preferred Stock	⁽¹⁾	12/07/2020		C			50,501	⁽¹⁾	⁽¹⁾	Common Stock	50,501	$0	0	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	12/07/2020		C			9,461	⁽¹⁾	⁽¹⁾	Common Stock	9,461	$0	0	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	12/07/2020		C			24,555	⁽¹⁾	⁽¹⁾	Common Stock	24,637	$0	0	I	See footnotes⁽³⁾⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. Each of the Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of Common Stock on a one to one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock for no additional consideration and has no expiration date. Each share of the Series C Preferred Stock automatically converted into shares of Common Stock on a one to 1.003350008 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock for no additional consideration and has no expiration date.

2. The shares are owned directly by OrbiMed Private Investments VII, LP ("OPI VII").

3. The shares are owned directly by OrbiMed Genesis Master Fund, L.P. ("Genesis")

4. The shares are owned directly by OrbiMed Partners Master Fund Limited ("OPM").

5. OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, 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. 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. OrbiMed Capital LLC ("OrbiMed Capital") is the investment advisor to OPM. OrbiMed Capital is a relying advisor of OrbiMed Advisors.

6. The Reporting Person is a member of OrbiMed Advisors. OrbiMed Capital and OrbiMed Advisors exercise 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, Genesis, and OPM.

	/s/ Mark A. Meltz, attorney-in-fact	12/09/2020
	** 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 4 (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).
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