Sec Form 3 Filing - Santos da Silva Jorge @ MoonLake Immunotherapeutics - 2022-04-05

FORM 3 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 Santos da Silva Jorge 2. Issuer Name and Ticker or Trading Symbol MoonLake Immunotherapeutics [ MLTX] 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 MOONLAKE IMMUNOTHERAPEUTICS, DORFSTRASSE 29 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2022 (Street) ZUG, V86300 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 Class C ordinary shares, par value $0.0001 per share( 1 )( 2 ) 3,027,483 D Class C ordinary shares, par value $0.0001 per share( 2 )( 3 ) 336,387 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 Common shares, par value CHF 0.10 per share, of MoonLake AG( 1 ) ( 2 ) ( 2 ) ( 2 ) Class A ordinary shares, par value $0.0001 per share 90,000 D Common shares, par value CHF 0.10 per share, of MoonLake AG( 3 ) ( 2 ) ( 2 ) ( 2 ) Class A ordinary shares, par value $0.0001 per share 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Santos da Silva Jorge C/O MOONLAKE IMMUNOTHERAPEUTICS DORFSTRASSE 29 ZUG, V86300 X Chief Executive Officer Signatures /s/ Matthias Bodenstedt, Attorney-in-fact for Jorge Santos da Silva 04/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )53,625 of the common shares of MoonLake Immunotherapeutics AG ("MoonLake AG") held by the holder (the "initial leaver shares") are subject to a reverse vesting condition, such that 4,125 initial leaver shares vest on the 28th of each month, and they will be fully vested on April 28, 2023 (the "initial vesting period"). If, before the end of the initial vesting period (a) the employment relationship of the holder is terminated for any reason other than for cause, the vesting of all unvested initial leaver shares shall accelerate as of the effective date of termination or (b) the employment relationship of the holder is terminated for cause, MoonLake AG in first priority, and the Issuer in second priority shall have an option to purchase all or a pro rata portion of the unvested initial leaver shares at nominal value of CHF 0.10 per share. In connection with any such purchase of such initial leaver shares, the corresponding Class C ordinary shares of the Issuer will also be transferred to the purchaser. ( 2 )Beginning on October 5, 2022, which is the expiration of the lock-up period set forth in the Restated and Amended Shareholders' Agreement, dated April 5, 2022, by and among the Issuer, the holder and the shareholders of MoonLake AG signatory thereto, the common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares of the Issuer at a rate of 1 common share for 33.638698 Class A ordinary shares, rounded to the nearest whole share. Upon any such exchange of a common share of MoonLake AG, the corresponding Class C ordinary share of the Issuer will be automatically cancelled. ( 3 )10,000 of the common shares of MoonLake AG held by the holder (the "second leaver shares") are subject to a reverse vesting condition, such that 25% vest on January 18, 2023 and 75% vest on the 18th of each month at a rate of 2.08%, and they will be fully vested on January 18, 2026 (the "second vesting period"). Upon the occurrence of any transfer of MoonLake AG shares in one or a series of related transactions that results in the proposed acquiror holding directly, or indirectly through one or more intermediaries, more than 50% of the then issued share capital of MoonLake AG (a "Change of Control"), the unvested second leaver shares will fully vest the earlier of (a) 12 months after the occurrence of a Change of Control or (b) the date after the occurrence of the Change of Control on which the holder's employment relationship is terminated. If, before the end of the second vesting period the employment relationship of the holder is terminated (i) for any reason other than for cause, MoonLake AG or any third party designated by it, shall have an option to purchase all or a pro rata portion of the unvested second leaver shares at nominal value of CHF 0.10 per share or (ii) for cause, MoonLake AG or any third party designated by it, shall have an option to purchase all or a pro rata portion of the second leaver shares at nominal value of CHF 0.10 per share. In connection with any such purchase of such second leaver shares, the corresponding Class C ordinary shares of the Issuer will also be transferred to the purchaser.

Remarks: Exhibit 24 - Power of Attorney

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