Sec Form 4 Filing - Chin Richard @ Kindred Biosciences, Inc. - 2021-08-27

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 Chin Richard 2. Issuer Name and Ticker or Trading Symbol Kindred Biosciences, Inc. [ KIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O KINDRED BIOSCIENCES, INC., 1555 BAYSHORE HIGHWAY, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2021 (Street) BURLINGAME, CA94010 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 08/27/2021 D 1,709,271 ( 1 ) D $ 9.25 0 D Common Stock 08/27/2021 D 2,000 ( 2 ) D $ 9.25 0 I By reporting person as custodian for son Common Stock 08/27/2021 D 2,000 ( 2 ) D $ 9.25 0 I By reporting person as custodian for daughter Common Stock 08/27/2021 D 2,000 ( 2 ) D $ 9.25 0 I By reporting person as custodian for son Common Stock 08/27/2021 D 2,000 ( 2 ) D $ 9.25 0 I By reporting person as custodian for daughter

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) $ 0.36 08/27/2021 D 400,000 ( 3 ) 02/04/2023 Common Stock 400,000 $ 8.89 ( 3 ) 0 D Stock Option (right to buy) $ 16.52 08/27/2021 D 350,000 ( 4 ) 02/04/2024 Common Stock 350,000 $ 0 ( 4 ) 0 D Stock Option (right to buy) $ 6.46 08/27/2021 D 197,771 ( 5 ) 02/05/2025 Common Stock 197,771 $ 2.79 ( 5 ) 0 D Stock Option (right to buy) $ 3.45 08/27/2021 D 197,771 ( 6 ) 01/08/2026 Common Stock 197,771 $ 5.8 ( 6 ) 0 D Stock Option (right to buy) $ 6.4 08/27/2021 D 175,000 ( 7 ) 01/23/2027 Common Stock 175,000 $ 2.85 ( 7 ) 0 D Stock Option (right to buy) $ 8.75 08/27/2021 D 175,000 ( 8 ) 01/22/2028 Common Stock 175,000 $ 0.5 ( 8 ) 0 D Stock Option (right to buy) $ 9.91 08/27/2021 D 400,000 ( 9 ) 01/31/2029 Common Stock 400,000 $ 0 ( 9 ) 0 D Stock Option (right to buy) $ 9.84 08/27/2021 D 300,000 ( 10 ) 01/16/2030 Common Stock 300,000 $ 0 ( 10 ) 0 D Stock Option (right to buy) $ 4.44 08/27/2021 D 394,000 ( 11 ) 01/19/2031 Common Stock 394,000 $ 4.81 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chin Richard C/O KINDRED BIOSCIENCES, INC. 1555 BAYSHORE HIGHWAY, SUITE 200BURLINGAME, CA94010 X Chief Executive Officer Signatures /s/ Richard Chin 08/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 1,709,271 shares of common stock that were disposed of at the effective time of the merger (the "Merger") contemplated by the agreement and plan of merger, dated as of June 15, 2021, by and among the Elanco Animal Health Incorporated, Knight Merger Sub, Inc., and Kindred Biosciences, Inc. (the "Merger Agreement") in exchange for a cash payment of $9.25 per share. Certain of these securities were restricted stock units ("RSUs") that represented the reporting person's right to receive the Kindred Biosciences, Inc.'s common stock. Pursuant to the Merger Agreement, the RSUs were subject to acceleration of vesting, cancelled and converted automatically into the right to receive a cash payment of $9.25 per share, subject to any required withholding of taxes. ( 2 )Disposed of pursuant to the Merger Agreement in exchange for cash payment of $9.25 per share. ( 3 )This option, which vested 25% of the total number of shares underlying the option ("Option Shares") on the annual anniversary of February 4, 2013, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $3,556,000, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. ( 4 )This option, which vested 25% of the Option Shares on the annual anniversary of February 4, 2014, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for no consideration. ( 5 )This option, which vested 25% of the Option Shares on the annual anniversary of February 5, 2015, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $551,781.09, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. ( 6 )This option, which vested 25% of the Option Shares on the annual anniversary of January 8, 2016, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $1,147,071.80, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. ( 7 )This option, which vested 25% of the Option Shares on the annual anniversary of January 23, 2017, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $498,750.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. ( 8 )This option vested 25% of the Option Shares on the annual anniversary of January 22, 2018, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $87,500.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share. ( 9 )This option vested 25% of the Option Shares on the annual anniversary of February 1, 2019, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration. ( 10 )This option vested 25% of the Option Shares on the annual anniversary of January 17, 2020, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration. ( 11 )This option provided for vesting of 25% of the Option Shares on the annual anniversary of January 20, 2021, with the remaining Option Shares vesting in equal monthly installments over the following three years, subject to continued employment on each such vesting date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $1,895,140.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.

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