Sec Form 4 Filing - GLAXOSMITHKLINE PLC @ Nkarta, Inc. - 2020-07-14

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
GLAXOSMITHKLINE PLC
2. Issuer Name and Ticker or Trading Symbol
Nkarta, Inc. [ NKTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
980 GREAT WEST ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/14/2020
(Street)
BRENTFORD MIDDLESEX, X0TW8 9GS
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 07/14/2020 C 79,090 A 79,090 I See Footnote ( 2 )
Common Stock 07/14/2020 C 525,499 A 604,589 I See Footnote ( 3 )
Common Stock 07/14/2020 C 1,712,810 A 2,317,399 I See Footnote ( 3 )
Common Stock 07/14/2020 P 833,333 ( 5 ) A $ 18 3,150,732 I See Footnote ( 3 )
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 o f 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
Series A Preferred Stock ( 1 ) 07/14/2020 C 292,663 ( 1 ) ( 1 ) Common Stock 79,090 ( 1 ) 0 I See Footnote ( 2 )
Series A Preferred Stock ( 1 ) 07/14/2020 C 1,994,348 ( 1 ) ( 1 ) Common Stock 525,499 ( 1 ) 0 I See Footnote ( 3 )
Series B Preferred Stock ( 4 ) 07/14/2020 C 6,337,403 ( 4 ) ( 4 ) Common Stock 1,712,810 ( 1 ) 0 I See Footnote ( 3 )
Stock Option (right to buy) $ 18 07/14/2020 A 10,700 ( 6 )( 7 ) 07/08/2030 Common Stock 10,700 $ 0 10,700 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GLAXOSMITHKLINE PLC
980 GREAT WEST ROAD
BRENTFORD MIDDLESEX, X0TW8 9GS
X X
Signatures
/s/ Victoria Whyte 07/16/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Preferred Stock were convertible at a conversion rate equal to one share of Common Stock per 3.7 shares of Series A Preferred Stock at any time at the option of the holder and were automatically converted upon the closing of the Issuer's initial public offering. The shares had no expiration date.
( 2 )The shares reported herein are held by Glaxo Group Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc.
( 3 )The shares reported herein are held by S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc.
( 4 )The Series B Preferred Stock were convertible at a conversion rate equal to one share of Common Stock per 3.7 shares of Series B Preferred Stock at any time at the option of the holder and were automatically converted upon the closing of the Issuer's initial public offering. The shares had no expiration date.
( 5 )S.R. One, Limited purchased 833,333 shares of Common Stock of Nkarta, Inc. (the "Issuer") in connection with the Issuer's public offering.
( 6 )The stock option was granted to Simeon J. George as director's compensation and it vests 100% on the first anniversary of July 9, 2020, or, if earlier, on the day immediately preceding the first annual meeting of the Issuer's stockholders in 2021 at which one or more members of the Issuer's board of directors are to be elected. Each grant, to the extent outstanding and otherwise unvested, will become fully vested should a "change in control" of the Issuer occur (as described in the applicable award agreement) or upon the Simeon George's separation from service with the Issuer due to death or "disability" (as described in the applicable award agreement).
( 7 )(continued from footnote 6) As Chief Executive Officer, President and a Member of the Board of Trustees at S.R. One, Limited and an employee of GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, Simeon J. George is obligated to transfer any shares issued under the stock option to S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc. Mr. George disclaims beneficial ownership of all the shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his pecuniary interest therein.

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