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*
BOESS CARSTEN

(Last) (First) (Middle)
C/O KINIKSA PHARMACEUTICALS CORP.,
100 HAYDEN AVENUE

(Street)
LEXINGTON MA 02421

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2018
3. Issuer Name and Ticker or Trading Symbol
Kiniksa Pharmaceuticals, Ltd. [ KNSA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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)
Class A Common Shares 73,197 D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Shares (1) (1) Class A Common Shares 365,985 (1) D
Series A Preferred Shares (2) (2) Class B Common Shares 107,050 (2) D
Series C Preferred Shares (3) (3) Class A Common Shares 6,392 (3) D
Share Option (4) 12/15/2025 Class A Common Shares 125,941 1.59 D
Share Option (5) 06/28/2027 Class A Common Shares 36,598 3.8 D
Share Option (6) 02/29/2028 Class A Common Shares 9,149 10.36 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Thomas W. Beetham, Attorney-in-Fact for Carsten Boess 05/23/2018
** 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.
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