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^*

Guillaudeux Thierry

(Last)

(First)

(Middle)

C/O KINETA, INC.

219 TERRY AVE. N., SUITE 300

(Street)

SEATTLE

98109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KINETA, INC./DE [ KA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2022

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	12/16/2022		A		1,376⁽¹⁾	A	⁽²⁾	1,376	D
Common Stock	12/16/2022		A		10,320⁽³⁾	A	⁽⁴⁾	11,696	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)	$27.03	12/16/2022		A		2,752		⁽⁵⁾	05/30/2032	Common Stock	2,752	⁽⁶⁾	2,752	D
Stock Option (Right to Buy)	$26.16	12/16/2022		A		8,599		⁽⁷⁾	03/19/2032	Common Stock	8,599	⁽⁸⁾	8,599	D
Stock Option (Right to Buy)	$29.06	12/16/2022		A		5,160		⁽⁹⁾	02/10/2030	Common Stock	5,160	⁽¹⁰⁾	5,160	D
Stock Option (Right to Buy)	$26.16	12/16/2022		A		10,320		⁽¹¹⁾	05/26/2031	Common Stock	10,320	⁽¹²⁾	10,320	D

Explanation of Responses:

1. Represents shares of Common Stock underlying a time-based restricted stock unit award ("RSU"). The RSU will vest in full on June 14, 2023, subject to the continuing employment of the Reporting Person on such vesting date.

2. Received in connection with the Issuer's merger (the "Merger") with Kineta, Inc. ("Legacy Kineta") in accordance with the terms of the Agreement and Plan of Merger dated as of June 5, 2022, as amended on December 5, 2022 (the "Merger Agreement"), by and among the Issuer (f/k/a Yumanity Therapeutics, Inc.), Yacht Merger Sub, Inc. and Legacy Kineta. The Merger closed on December 16, 2022. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Kineta common stock was entitled to receive 0.0688 shares of Common Stock. The RSU was received in exchange for 20,000 shares of common stock underlying a Legacy Kineta RSU.

3. Represents shares of Common Stock underlying a time-based RSU. Effective as of June 14, 2023 (180 days following the Merger), the RSU will be vested as to 1/2 of the total number of shares and will continue to vest as to an additional 1/4 of the total number of shares on each of May 26, 2023 and May 26, 2024, subject to the continuing employment of the Reporting Person on each vesting date.

4. Received in connection with the Merger in exchange for 150,000 shares of common stock underlying a Legacy Kineta RSU.

5. The stock option will vest in four equal annual installments beginning on May 31, 2023, subject to the continuing employment of the Reporting Person on each vesting date.

6. Received in connection with the Merger in exchange for options to acquire 40,000 shares of Legacy Kineta common stock for $1.86 per share.

7. The stock option will vest in four equal annual installments beginning on March 18, 2023, subject to the continuing employment of the Reporting Person on each vesting date.

8. Received in connection with the Merger in exchange for options to acquire 125,000 shares of Legacy Kineta common stock for $1.80 per share.

9. The stock option vested as to 1/4 of the total number of shares on each of September 1, 2020, September 1, 2021 and September 1, 2022, and the remaining 1/4 of the total number of shares will vest on September 1, 2023, subject to the continuing employment of the Reporting Person on each vesting date.

10. Received in connection with the Merger in exchange for options to acquire 75,000 shares of Legacy Kineta common stock for $2.00 per share.

11. The stock option vested as to 1/4 of the total number of shares on May 27, 2022, and an additional 1/4 of the total number of shares will vest on each yearly anniversary thereafter, until such time as the stock option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

12. Received in connection with the Merger in exchange for options to acquire 150,000 shares of Legacy Kineta common stock for $1.80 per share.

Remarks:

	/s/ Pauline Kenny, as Attorney-in-Fact	12/20/2022
	** 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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