Sec Form 4 Filing - Foote Marion R @ KINETA, INC./DE - 2022-12-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Foote Marion R
2. Issuer Name and Ticker or Trading Symbol
KINETA, INC./DE [ KA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KINETA, INC., 219 TERRY AVE. N., SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2022
(Street)
SEATTLE, WA98109
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 12/16/2022 A 112,160 A 112,160 D
Common Stock 12/16/2022 A 656( 2 ) A 112,816 D
Common Stock 12/16/2022 A 3,440( 4 ) A 116,256 D
Common Stock 12/16/2022 A 860( 6 ) A 117,116 D
Common Stock 12/16/2022 A 21,645( 8 ) A $ 11.55 138,761 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 23.25 12/16/2022 A 10,320 ( 9 ) 11/09/2028 Common Stock 10,320 ( 10 ) 10,320 D
Stock Option (Right to Buy) $ 29.06 12/16/2022 A 6,192 ( 11 ) 02/10/2030 Common Stock 6,192 ( 12 ) 6,192 D
Stock Option (Right to Buy) $ 26.16 12/16/2022 A 3,440 ( 13 ) 05/26/2031 Common Stock 3,440 ( 14 ) 3,440 D
Warrants (Right to Buy) $ 21.8 12/16/2022 A 6,192 ( 15 ) 06/01/2025 Common Stock 6,192 ( 16 ) 6,192 D
Warrants (Right to Buy) $ 0.14 12/16/2022 A 4,300 ( 15 ) 06/01/2025 Common Stock 4,300 ( 17 ) 4,300 D
Warrants (Right to Buy) $ 0.14 12/16/2022 A 401 ( 15 ) 04/03/2027 Common Stock 401 ( 18 ) 401 D
Warrants (Right to Buy) $ 0.14 12/16/2022 A 4,443 ( 15 ) 10/15/2023 Common Stock 4,443 ( 19 ) 4,443 D
Warrants (Right to Buy) $ 0.14 12/16/2022 A 3,457 ( 15 ) 12/02/2025 Common Stock 3,457 ( 20 ) 3,457 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foote Marion R
C/O KINETA, INC.
219 TERRY AVE. N., SUITE 300
SEATTLE, WA98109
X
Signatures
/s/ Pauline Kenny, as Attorney-in-Fact 12/20/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in connection with the Issuer's merger (the "Merger") with Kineta, Inc. ("Legacy Kineta") in accordance with the terms of the Agreement and Plan of Merger dated as of June 5, 2022, as amended on December 5, 2022 (the "Merger Agreement"), by and among the Issuer (f/k/a Yumanity Therapeutics, Inc.), Yacht Merger Sub, Inc. and Legacy Kineta. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Kineta common stock was entitled to receive 0.0688 shares of Common Stock. The Merger closed on December 16, 2022.
( 2 )Represents shares of Common Stock underlying a time-based restricted stock unit award ("RSU"). The RSU will vest in full on June 14, 2023, subject to the continuing service of the Reporting Person on such vesting date.
( 3 )Received in connection with the Merger in exchange for 9,545 shares of common stock underlying a Legacy Kineta RSU.
( 4 )Represents shares of Common Stock underlying a time-based RSU. The RSU will vest in full on June 14, 2023, subject to the continuing service of the Reporting Pe rson on such vesting date.
( 5 )Received in connection with the Merger in exchange for 50,000 shares of common stock underlying a Legacy Kineta RSU.
( 6 )Represents shares of Common Stock underlying a time-based RSU. The RSU will vest in full on March 16, 2023, subject to the continuing service of the Reporting Person on such vesting date.
( 7 )Received in connection with the Merger in exchange for 12,500 shares of common stock underlying a Legacy Kineta RSU.
( 8 )Represents shares of Common Stock acquired by the Reporting Person immediately following the Merger in a private placement pursuant to a Securities Purchase Agreement dated as of June 5, 2022 and as amended on October 24, 2022 and December 5, 2022. The issuance of the shares to the Reporting Person was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
( 9 )The stock option is fully vested and exercisable.
( 10 )Received in connection with the Merger in exchange for options to acquire 150,000 shares of Legacy Kineta common stock for $1.60 per share.
( 11 )The stock option vested as to 1/3 of the total number of shares on February 10, 2021, an additional 1/3 of the total number of shares vested on February 10, 2022, and the remaining 1/3 of the total number of shares will vest on February 10, 2023, subject to the continuing service of the Reporting Person on each vesting date.
( 12 )Received in connection with the Merger in exchange for options to acquire 90,000 shares of Legacy Kineta common stock for $2.00 per share.
( 13 )The stock option vested as to 1/3 of the total number of shares on May 28, 2021, an additional 1/3 of the total number of shares vested on May 28, 2022, and the remaining 1/3 of the total number of shares will vest on February 10, 2023, subject to the continuing service of the Reporting Person on each vesting date.
( 14 )Received in connection with the Merger in exchange for options to acquire 50,000 shares of Legacy Kineta common stock for $1.80 per share.
( 15 )The warrants are immediately exercisable in full.
( 16 )Received in connection with the Merger in exchange for warrants to acquire 90,000 shares of Legacy Kineta common stock for $1.50 per share.
( 17 )Received in connection with the Merger in exchange for warrants to acquire 62,500 shares of Legacy Kineta common stock for $0.01 per share.
( 18 )Received in connection with the Merger in exchange for warrants to acquire 5,833 shares of Legacy Kineta common stock for $0.01 per share.
( 19 )Received in connection with the Merger in exchange for warrants to acquire 64,583 shares of Legacy Kineta common stock for $0.01 per share.
( 20 )Received in connection with the Merger in exchange for warrants to acquire 50,251 shares of Legacy Kineta common stock for $0.01 per share.

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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