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Filing Details

Accession Number:: 0001209191-20-024229
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-04-13 17:16:14
Reporting Period:: 2020-04-13

Accepted Time:: 2020-04-13 17:16:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1664710	Keros Therapeutics Inc.	KROS	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1609805	Ran Nussbaum	C/O Keros Therapeutics, Inc. 99 Hayden Avenue, Suite 120, Building E Lexington MA 02421		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
Common Stock	Acquisiton	2020-04-13	1,363,542	$0.00	1,734,395	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	663,825	$0.00	844,371	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	737,226	$0.00	937,735	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	169,307	$0.00	1,903,702	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	82,425	$0.00	926,796	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	91,538	$0.00	1,029,273	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	68,654	$0.00	68,654	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	163,612	$0.00	2,067,314	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	88,460	$0.00	1,015,256	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	79,653	$0.00	1,108,926	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	36,858	$0.00	105,512	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	194,203	$16.00	2,261,517	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	94,546	$16.00	1,109,802	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	105,000	$16.00	1,213,926	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2020-04-13	43,750	$16.00	149,262	No	4	P	Indirect	See footnote

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2020-04-13	1,363,542	$0.00	1,363,542	$0.00
Common Stock	Series A Preferred Stock	Disposition	2020-04-13	663,825	$0.00	663,825	$0.00
Common Stock	Series A Preferred Stock	Disposition	2020-04-13	737,226	$0.00	737,226	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2020-04-13	169,307	$0.00	169,307	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2020-04-13	82,425	$0.00	82,425	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2020-04-13	91,538	$0.00	91,538	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2020-04-13	68,654	$0.00	68,654	$0.00
Common Stock	Series C Preferred Stock	Disposition	2020-04-13	163,612	$0.00	163,612	$0.00
Common Stock	Series C Preferred Stock	Disposition	2020-04-13	88,460	$0.00	88,460	$0.00
Common Stock	Series C Preferred Stock	Disposition	2020-04-13	79,653	$0.00	79,653	$0.00
Common Stock	Series C Preferred Stock	Disposition	2020-04-13	36,858	$0.00	36,858	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Each share of Series A Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock converted into shares of Common Stock upon the closing of the Issuer's initial public offering, on a one-for-one basis, and had no expiration date.
The securities are held by Pontifax (Israel) IV, L.P. ("Israel IV"). Pontifax Management 4 G.P. (2015) Ltd. ("Management 4") is the ultimate general partner of Israel IV. As a result Management 4 may be deemed to share voting and dispositive power with respect to the shares held by Israel IV. The Reporting Person, a member of the board of directors of the Issuer, is a Managing Partner of Management 4 and, as a result, may be deemed to share voting and investment power with respect to the shares held by Israel IV. Each of Management 4 and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
The securities are held by Pontifax (Cayman) IV, L.P. ("Cayman IV"). Management 4 is the ultimate general partner of Cayman IV. The Reporting Person, a member of the board of directors of the Issuer, is a Managing Partner of Management 4 and, as a result, may be deemed to share voting and investment power with respect to the shares held by Cayman IV. Each of Management 4 and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
The securities are held by Pontifax (China) IV, L.P. ("China IV"). Management 4 is the ultimate general partner of China IV. The Reporting Person, a member of the board of directors of the Issuer, is a Managing Partner of Management 4 and, as a result, may be deemed to share voting and investment power with respect to the shares held by China IV. Each of Management 4 and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.
The securities are held by Pontifax Late Stage Fund, L.P. ("Late Stage"). Pontifax Late Stage GP Ltd. ("Late Stage GP") is the general partner of Late Stage and the sole shareholder of Late Stage GP is Mr. Shlomo Karako. Pursuant to Strategic Alliance Agreement, dated August 9, 2018, between Late Stage, Israel IV, Cayman IV and China IV (collectively the, "Pontifax IV Funds"), Late Stage invests side-by-side with the Pontifax IV Funds. By virtue of the strategic relationship, each of Management 4 and the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by Late Stage in a manner similar to the voting and investment power with respect to the shares held by each of the Pontifax IV Funds.
Each of Management 4, Late Stage GP and the Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.