0001104659-18-035525.txt : 20180523 0001104659-18-035525.hdr.sgml : 20180523 20180523200855 ACCESSION NUMBER: 0001104659-18-035525 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180523 FILED AS OF DATE: 20180523 DATE AS OF CHANGE: 20180523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOESS CARSTEN CENTRAL INDEX KEY: 0001277495 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38492 FILM NUMBER: 18856373 MAIL ADDRESS: STREET 1: C/O ALEXION PHARMACEUTICALS STREET 2: 352 KNOTTER DR CITY: CHESHIRE STATE: CT ZIP: 06410 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kiniksa Pharmaceuticals, Ltd. CENTRAL INDEX KEY: 0001730430 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 7814399100 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 3 1 a3.xml 3 X0206 3 2018-05-23 0 0001730430 Kiniksa Pharmaceuticals, Ltd. KNSA 0001277495 BOESS CARSTEN C/O KINIKSA PHARMACEUTICALS CORP., 100 HAYDEN AVENUE LEXINGTON MA 02421 0 0 1 0 Class A Common Shares 73197 D Class B Common Shares Class A Common Shares 365985 D Series A Preferred Shares Class B Common Shares 107050 D Series C Preferred Shares Class A Common Shares 6392 D Share Option 1.59 2025-12-15 Class A Common Shares 125941 D Share Option 3.80 2027-06-28 Class A Common Shares 36598 D Share Option 10.36 2028-02-29 Class A Common Shares 9149 D Each share of Class B Common Shares is convertible at any time at the election of the holder into one share of Class A Common Shares or one share of Class B1 Common Shares and will automatically convert into Class A Common Shares upon transfer to an unaffiliated party. The preferred shares will automatically convert into the Issuer's Class B Common Shares on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. The preferred shares will automatically convert into the Issuer's Class A Common Shares on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. The option vests and becomes exercisable as to 25% of the of the total grant on the first anniversary of the vesting commencement date and vests in equal monthly installments over a three-year period therafter. The vesting commencement date is August 1, 2015. The option vests and becomes exercisable as to 25% of the of the total grant on the first anniversary of the vesting commencement date and vests in equal monthly installments over a three-year period therafter. The vesting commencement date is June 28, 2017. The option vests and becomes exercisable as to 16% of the of the total grant on the first anniversary of the vesting commencement date and thereafter on each one month anniversary of the vesting commencement date, with 1/36th of 48% of the underlying shares vesting and becoming exercisable during the first 36 months and 1.5% of the underlying shares vesting and becoming exercisable for the remaining 24 months. The vesting commencement date is March 1, 2018. Exhibit 24 - Power of Attorney. /s/ Thomas W. Beetham, Attorney-in-Fact for Carsten Boess 2018-05-23 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Kiniksa Pharmaceuticals, Ltd. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.                                   prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2.                                   execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

3.                                   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.                                   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are 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 foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of May, 2018.

 

 

 

/s/ Carsten Boess

 

Carsten Boess

 



 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Thomas Beetham

 

Chris Heberlig

 

Theresa Boni