Sec Form 4 Filing - Millette Michael @ Kairos Acquisition Corp. - 2021-01-08

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
Millette Michael
2. Issuer Name and Ticker or Trading Symbol
Kairos Acquisition Corp. [ KAIRU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Board Observer
(Last) (First) (Middle)
C/O HUDSON STRUCTURED CAPITAL MGMT LTD., 2187 ATLANTIC STREET - 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/08/2021
(Street)
STAMFORD, CT06902
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 A Ordinary Shares 01/08/2021 P 1,980,000 ( 1 ) A $ 10 1,980,000 ( 1 ) I See Footnote ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Millette Michael
C/O HUDSON STRUCTURED CAPITAL MGMT LTD.
2187 ATLANTIC STREET - 4TH FLOOR
STAMFORD, CT06902
X Board Observer
Signatures
/s/ Michael Millette 01/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are underlying units (each unit consisting of one Class A ordinary share and one half of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) held by HS Chronos LLC, acquired from the issuer in its initial public offering. Does not include 3,944,894 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
( 2 )Mr. Millette is the Managing Partner of Hudson Structured Capital Management Ltd. ("HSCM") which manages HSCM Bermuda Fund Ltd. ("HSCM Fund One") and HS Santanoni LP ("HSCM Fund Two"). HSCM Fund One and HSCM Fund Two jointly own HS Chronos LLC, of which Mr. Millette also serves as an officer. Therefore, Mr. Millette manages, directly or indirectly, each of HS Chronos LLC, HSCM Fund One, HSCM Fund Two and HSCM (collectively, the "HSCM Holders"), and therefore may be deemed to be the beneficial owner of all the ordinary shares beneficially owned by the HSCM Holders. Mr. Millette, HSCM Fund One, HSCM Fund Two and HSCM disclaim beneficial ownership of the ordinary shares except to the extent of their respective pecuniary interests therein.

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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