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

OMB APPROVAL

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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^*

Farzan Nima

(Last)

(First)

(Middle)

800 WEST EL CAMINO REAL

SUITE 180

(Street)

MOUNTAIN VIEW

94040

(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	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2024

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	04/03/2024		D		2,186	D	⁽¹⁾	0	D

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)
Stock Option (right to buy)	$2.57	04/03/2024		D			1,281,642	⁽²⁾	03/23/2030	Common Stock	1,281,642	⁽²⁾	0	D
Stock Option (right to buy)	$5.63	04/03/2024		D			437,413	⁽³⁾	08/18/2030	Common Stock	437,413	⁽³⁾	0	D
Stock Option (right to buy)	$35.38	04/03/2024		D			275,000	⁽³⁾	02/12/2031	Common Stock	275,000	⁽³⁾	0	D
Stock Option (right to buy)	$10.03	04/03/2024		D			400,000	⁽³⁾	02/11/2032	Common Stock	400,000	⁽³⁾	0	D
Stock Option (right to buy)	$6.78	04/03/2024		D			750,000	⁽³⁾	02/10/2033	Common Stock	750,000	⁽³⁾	0	D

Explanation of Responses:

1. 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. Each RSU will receive the Cash Amount (without interest and less any applicable tax withholdings), plus one CVR.

2. This option was cancelled pursuant to the Merger Agreement in exchange for (i) an amount in cash without interest, less any applicable tax withholding, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the per share exercise price of such in-the-money option by (y) the number of shares underlying such in-the-money option, plus (ii) one CVR for each share underlying such in-the-money option.

3. 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.

	/s/ James P. Reilly, Attorney-in-Fact	04/05/2024
	** 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).
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.