0001179110-21-006934.txt : 20210621 0001179110-21-006934.hdr.sgml : 20210621 20210621173713 ACCESSION NUMBER: 0001179110-21-006934 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210610 FILED AS OF DATE: 20210621 DATE AS OF CHANGE: 20210621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tessari Eben CENTRAL INDEX KEY: 0001867899 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38492 FILM NUMBER: 211032169 MAIL ADDRESS: STREET 1: C/O KINIKSA PHARMACEUTICALS LTD. STREET 2: CLARENDON HOUSE, 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 FORMER NAME: FORMER CONFORMED NAME: Tessan Eben DATE OF NAME CHANGE: 20210616 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 edgar.xml FORM 3 - X0206 3 2021-06-10 0 0001730430 Kiniksa Pharmaceuticals, Ltd. KNSA 0001867899 Tessari Eben C/O KINIKSA PHARMACEUTICALS, LTD. CLARENDON HOUSE 2 CHURCH STREET HAMILTON D0 HM11 BERMUDA 0 1 0 0 Chief Business Officer Class A Common Shares 105942 D Share Option 1.59 2025-12-15 Class A Common Shares 56673 D Share Option 3.80 2027-06-28 Class A Common Shares 35049 D Share Option 10.36 2028-02-29 Class A Common Shares 109795 D Share Option 30.93 2028-09-19 Class A Common Shares 45000 D Share Option 17.92 2029-03-03 Class A Common Shares 42000 D Share Option 8.83 2029-09-16 Class A Common Shares 45000 D Share Option 15.52 2030-03-12 Class A Common Shares 60000 D Share Option 15.50 2030-09-09 Class A Common Shares 60000 D Share Option 22.89 2031-03-15 Class A Common Shares 47138 D Restricted Share Units Class A Common Shares 7856 D Restricted Share Units Class A Common Shares 4611 D Restricted Share Units Class A Common Shares 2982 D The option is fully vested and exercisable. The option will become fully vested and exercisable on June 28, 2021. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is March 1, 2018. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is September 20, 2018. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is March 4, 2019. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is September 17, 2019. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is March 13, 2020. 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 thirty-six equal monthly installments thereafter. The vesting commencement date is September 10, 2020. 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 thirty-six equal monthly installments thereafter. The vesting commencement date is March 16, 2021. The Restricted Share Units (RSUs) vest over a four year period, with 25% of the RSUs vesting on each yearly anniversary of the date of grant, March 16, 2021. Each RSU represents a contingent right to receive one Class A Common Share of the Issuer. The performance criteria for these RSUs were met. The RSUs will vest in a single installment on March 20, 2022, subject to the Reporting Person's continuous employment with the Issuer or any of its subsidiaries on the vesting date; there is no expiration date for the RSUs. The performance criteria for these RSUs were met. The RSUs will vest in a single installment on March 20, 2023, subject to the Reporting Person's continuous employment with the Issuer or any of its subsidiaries on the vesting date; there is no expiration date for the RSUs. Exhibit 24 - Power of Attorney. /s/ Eben Tessari 2021-06-21 EX-24.EX-24 2 ex24tessari.htm EX-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 Kiniksa Pharmaceuticals, Ltd., 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 11th day of June, 2021.

 

 

 

  /s/ Eben Tessari
  Signature
   
Eben Tessari
  Print Name
   

 

 i

 

 
 

Schedule A

 

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

 

Madelyn Zeylikman

Aaron Young

Michael Megna

Mark Ragosa