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).

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

1. Name and Address of Reporting Person^*

Megna Michael R

(Last)

(First)

(Middle)

C/O KINIKSA PHARMACEUTICALS, LTD.

CLARENDON HOUSE 2 CHURCH STREET

(Street)

HAMILTON

HM 11

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kiniksa Pharmaceuticals, Ltd. [ KNSA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2023

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)
Class A Common Share	07/15/2023		A⁽¹⁾		581	A	$12.35	13,558	D
Class A Common Share	09/01/2023		M		3,933	A	⁽²⁾	17,491	D
Class A Common Share	09/01/2023		F		1,155	D	$17.76	16,336	D
Class A Common Share	09/02/2023		M		774	A	⁽²⁾	17,110	D
Class A Common Share	09/02/2023		F		228	D	$17.76	16,882	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)
Restricted Share Unit	⁽²⁾	09/01/2023		M			3,933	⁽³⁾	⁽³⁾	Class A Common Share	3,933	$0	11,797	D
Restricted Share Unit	⁽²⁾	09/01/2023		A		10,230		⁽⁴⁾	⁽⁴⁾	Class A Common Share	10,230	$0	10,230	D
Share Option	$17.76	09/01/2023		A		20,459		⁽⁵⁾	08/31/2033	Class A Common Share	20,459	$0	20,459	D
Restricted Share Unit	⁽²⁾	09/02/2023		M			774	⁽⁶⁾	⁽⁶⁾	Class A Common Share	774	$0	1,549	D

Explanation of Responses:

1. The reporting person is voluntarily reporting the acquisition of these shares pursuant to the Issuer's 2018 Employee Share Purchase Plan for the purchase period of January 16, 2023 to July 15, 2023. The acquisition of such shares was exempt pursuant to Rule 16b-3(c).

2. Each Restricted Share Unit (RSU) represents a contingent right to receive one Class A Common Share of the Issuer.

3. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of the grant, September 1, 2022.

4. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of the grant, September 1, 2023.

5. The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in 36 equal monthly installments thereafter. The vesting commencement date is September 1, 2023.

6. The RSUs vest over a four-year period, with 25% of the RSUs vesting on each yearly anniversary of the date of the grant, September 2, 2021.

	/s/ Madelyn Zeylikman, Attorney-in-Fact	09/06/2023
	** 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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