0001415889-24-010434.txt : 20240405 0001415889-24-010434.hdr.sgml : 20240405 20240405165552 ACCESSION NUMBER: 0001415889-24-010434 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240403 FILED AS OF DATE: 20240405 DATE AS OF CHANGE: 20240405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tananbaum James B. CENTRAL INDEX KEY: 0001581754 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39743 FILM NUMBER: 24827219 MAIL ADDRESS: STREET 1: 3052 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94115 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kinnate Biopharma Inc. CENTRAL INDEX KEY: 0001797768 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 824566526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11975 EL CAMINO REAL, STE 101 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8582994699 MAIL ADDRESS: STREET 1: 11975 EL CAMINO REAL, STE 101 CITY: SAN DIEGO STATE: CA ZIP: 92130 4 1 form4-04052024_040433.xml X0508 4 2024-04-03 1 0001797768 Kinnate Biopharma Inc. KNTE 0001581754 Tananbaum James B. 900 LARKSPUR LANDING CIRCLE SUITE 150 LARKSPUR CA 94939 true false true false 0 Common Stock 2024-04-03 4 D 0 9671643 D 0 I By Fund Common Stock 2024-04-03 4 D 0 3525957 D 0 I By Fund Common Stock 2024-04-03 4 D 0 520711 D 0 I By Fund Stock Option (right to buy) 20 2024-04-03 4 D 0 40501 D 2030-12-02 Common Stock 40501 0 D Stock Option (right to buy) 8.38 2024-04-03 4 D 0 20250 D 2032-02-11 Common Stock 20250 0 D 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. The shares are owned directly by Foresite Capital Fund IV, L.P. ("Fund IV"). Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Fund IV and may be deemed to have sole voting and dispositive power over these shares. The Reporting Person ("Dr. Tananbaum") is the sole managing member of FCM IV and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM IV and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM IV or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. The shares are owned directly by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCOM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. 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. This Form 4 is one of two Form 4s filed on the date hereof in respect of these transactions. The Reporting Persons for the other Form 4 are Foresite Capital Management IV, LLC, Foresite Capital Management V, LLC, Foresite Capital Opportunity Management V, LLC, Forsite Capital Fund IV, L.P., Foresite Capital Fund V, L.P. and Foresite Capital Opportunity Fund V, L.P. /s/ James P. Reilly, Attorney-in-Fact 2024-04-05