Sec Form 4 Filing - Tananbaum James B. @ Kinnate Biopharma Inc. - 2020-12-07

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 *
Tananbaum James B.
2. Issuer Name and Ticker or Trading Symbol
Kinnate Biopharma Inc. [ KNTE]
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)
11975 EL CAMINO REAL, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2020
(Street)
SAN DIEGO, CA91230
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 12/07/2020 C 9,171,643 A $ 0 9,671,643 I See footnote ( 1 )
Common Stock 12/07/2020 C 500,001 A $ 0 875,001 I See footnote ( 2 )
Common Stock 12/07/2020 C 166,667 A $ 0 291,667 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 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
Series A Preferred Stock ( 4 ) 12/07/2020 C 6,347,893 ( 4 ) ( 4 ) Common Stock 6,347,893 $ 0 0 I See footnote ( 1 )
Series A Preferred Stock ( 4 ) 12/07/2020 C 298,465 ( 4 ) ( 4 ) Common Stock 298,465 $ 0 0 I See footnote ( 1 )
Series A Preferred Stock ( 4 ) 12/07/2020 C 99,488 ( 4 ) ( 4 ) Common Stock 99,488 $ 0 0 I See footnote ( 1 )
Series B Preferred Stock ( 5 ) 12/07/2020 C 2,666,002 ( 5 ) ( 5 ) Common Stock 2,666,002 $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 5 ) 12/07/2020 C 55,922 ( 5 ) ( 5 ) Common Stock 55,922 $ 0 0 I See footnote ( 2 )
Series B Preferred Stock ( 5 ) 12/07/2020 C 18,641 ( 5 ) ( 5 ) Common Stock 18,641 $ 0 0 I See footnote ( 2 )
Series C Preferred Stock ( 6 ) 12/07/2020 C 157,222 ( 6 ) ( 6 ) Common Stock 157,748 $ 0 0 I See footnote ( 3 )
Series C Preferred Stock ( 6 ) 12/07/2020 C 145,128 ( 6 ) ( 6 ) Common Stock 145,614 $ 0 0 I See footnote ( 3 )
Series C Preferred Stock ( 6 ) 12/07/2020 C 48,376 ( 6 ) ( 6 ) Common Stock 48,538 $ 0 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tananbaum James B.
11975 EL CAMINO REAL, SUITE 101
SAN DIEGO, CA91230
X X
Signatures
/s/ Mark A. Meltz, attorney-in-fact 12/09/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are owned directly by Foresite Capital Fund IV, L.P. ("Fund IV"). Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Fund IV and may be deemed to have sole voting and dispositive power over these shares. The Reporting Person ("Dr. Tananbaum") is the sole managing member of FCM IV and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM IV and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM IV or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
( 2 )The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. The Reporting Person ("Dr. Tananbaum") is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
( 3 )The shares are owned directly by Foresite Capital Opportunity Fund V, L.P. ("Opportunity Fund V"). Foresite Capital Opportunity Management V, LLC ("FCOM V") is the general partner of Opportunity Fund V and may be deemed to have sole voting and dispositive power over these shares. The Reporting Person ("Dr. Tananbaum") is the sole managing member of FCOM V and may be deemed to have sole voting and dispositive power over these shares. Dr. Tananbaum disclaims the existence of a "group." Each of FCOM V and Dr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCOM V or Dr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
( 4 )Each share of the issuer's Series A Preferred Stock automatically converted into one share of Common Stock immediately prior to the completion of the issuer's initial public offering of Common Stock for no additional consideration and had no expiration date.
( 5 )Each share of the issuer's Series B Preferred Stock automatically converted into one share of Common Stock immediately prior to the completion of the issuer's initial public offering of Common Stock for no additional consideration and had no expiration date.
( 6 )Each share of the issuer's Series C Preferred Stock automatically converted into 1.003350008 shares of Common Stock immediately prior to the completion of the issuer's initial public offering of Common Stock for no additional consideration and had no expiration date.

Remarks:
This Form 4 is one of two Form 4s filed on the date hereof in respect of these transactions. The Reporting Person for the other Form 4 is Foresite Capital Management IV, LLC.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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