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Filing Details

Accession Number:: 0001638599-18-000584
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-05-31 16:10:36
Reporting Period:: 2018-02-09

Accepted Time:: 2018-05-31 16:10:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1730430	Kiniksa Pharmaceuticals Ltd.	KNSA	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Shares	Acquisiton	2018-05-29	299,403	$18.00	299,403	No	4	P	Indirect	See Footnotes
Class A Common Shares	Acquisiton	2018-05-29	2,700,597	$18.00	2,700,597	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A1 Common Shares	Series C Preferred	Acquisiton	2018-02-09	420,897	$0.00	420,897	$0.00
Class A1 Common Shares	Series C Preferred	Acquisiton	2018-02-09	3,734,103	$0.00	3,734,103	$0.00
Class A1 Common Shares	Series C Preferred	Disposition	2018-05-29	420,897	$0.00	420,897	$0.00
Class A Common Shares	Class A1 Common Shares	Acquisiton	2018-05-29	420,897	$0.00	420,897	$0.00
Class A1 Common Shares	Series C Preferred	Disposition	2018-05-29	3,734,103	$0.00	3,734,103	$0.00
Class A Common Shares	Class A1 Common Shares	Acquisiton	2018-05-29	3,734,103	$0.00	3,734,103	$0.00
Class A1 Common Shares	Series B Preferred	Disposition	2018-05-29	313,621	$0.00	313,621	$0.00
Class A Common Shares	Class A1 Common Shares	Acquisiton	2018-05-29	313,621	$0.00	313,621	$0.00
Class A1 Common Shares	Series B Preferred	Disposition	2018-05-29	3,284,771	$0.00	3,284,771	$0.00
Class A Common Shares	Class A1 Common Shares	Acquisiton	2018-05-29	3,284,771	$0.00	3,284,771	$0.00
Class B1 Common Shares	Series A Preferred	Disposition	2018-05-29	1,399,516	$0.00	1,399,516	$0.00
Class A Common Shares	Class B1 Common Shares	Acquisiton	2018-05-29	1,399,516	$0.00	1,399,516	$0.00
Class B1 Common Shares	Series A Preferred	Disposition	2018-05-29	14,658,102	$0.00	14,658,102	$0.00
Class A Common Shares	Class B1 Common Shares	Acquisiton	2018-05-29	14,658,102	$0.00	14,658,102	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
420,897	No	4	P	Indirect
3,734,103	No	4	P	Indirect
0	No	4	C	Indirect
420,897	No	4	C	Indirect
0	No	4	C	Indirect
3,734,103	No	4	C	Indirect
0	No	4	C	Indirect
734,518	No	4	C	Indirect
0	No	4	C	Indirect
7,018,874	No	4	C	Indirect
0	No	4	C	Indirect
1,399,516	No	4	C	Indirect
0	No	4	C	Indirect
14,658,102	No	4	C	Indirect

Footnotes

667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") purchased 299,403 and 2,700,597 Class A common shares of Kiniksa Pharmaceuticals, Ltd. (the "Issuer"), respectively, for $18.00 per share pursuant to the Issuer's initial public offering that closed on May 29, 2018.
After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Class A common shares reported in column 5 of Table I that are directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Class A common shares reported in column 5 of Table I that are directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
On February 9, 2018, 667 and Life Sciences purchased 420,897 and 3,734,103 Series C Convertible Preferred shares ("Series C Preferred") of the Issuer, adjusted for a 2.73235 for 1 reverse split on May 11, 2018, respectively, for $15.64 per share in a private financing.
Series C Preferred will convert on a 1 for 1 basis (the "Series C Conversion Ratio") into Class A1 common shares of the Issuer as per the election of Baker Bros. Advisors LP (the "Adviser") at any time and automatically convert at the Series C Conversion Ratio upon the closing of the Issuer's initial public offering. The Series C Preferred have no expiration date.
After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Represents conversion of the Issuer's Series C Preferred Shares into Class A1 common shares as per the election of the Adviser at the Series C Conversion Ratio upon the closing of the initial public offering of the Issuer. Class A1 common shares are, subject to a beneficial ownership limitation, convertible at any time at the election of the holder on a 1 for 1 basis into Class A common shares. The Class A1 common shares have no expiration date. Each Class A1 common share automatically converts into one Class A common share upon transfer, except for transfers to or between affiliated holders.
Series B Convertible Preferred Shares of the Issuer ("Series B Preferred") convert into the Issuer's Class A1 common shares on a 1 for 1 basis (the "Series B Conversion Ratio") as per the election of the Adviser at any time and automatically convert at the Series B Conversion Ratio upon the closing of the Issuer's initial public offering. The Series B Preferred have no expiration date.
Represents conversion of the Issuer's Series B Convertible Preferred shares into Class A1 common shares as per the election of the Adviser upon the closing of the initial public offering of the Issuer. Class A1 common shares are subject to a beneficial ownership limitation, convertible at any time at the election of the holder on a 1 for 1 basis into Class A common shares. The Class A1 common shares have no expiration date. Each Class A1 common share automatically converts into one Class A common share upon transfer, except for transfers to or between affiliated holders.
Series A Convertible Preferred Shares of the Issuer ("Series A Preferred") convert on a 1 for 1 basis (the "Series A Conversion Ratio") into Class B1 common shares of the Issuer as per the election of the Adviser at anytime and automatically convert at the Series A Conversion Ratio upon the closing of the Issuer's initial public offering. The Series A Preferred have no expiration date.
Represents conversion of the Issuer's Series A Preferred shares into Class B1 common shares as per the election of the Adviser at the Series A Conversion Ratio upon the closing of the initial public offering of the Issuer. Class B1 common shares are, subject to a beneficial ownership limitation, convertible at the election of the holder on a 1 for 1 basis into either Class B common shares or Class A common shares. The Class B1 common shares have no expiration date. Each Class B1 common share automatically converts into one Class A common share upon transfer, except for transfers to or between affiliated holders.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
The Adviser serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviserreceives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.