Baker Bros. Advisors Updates Kiniksa Pharma Stake

TL;DR

Baker Bros. Advisors filed an amendment to their Kiniksa Pharma stake. Details TBD.

AI Summary

Baker Bros. Advisors LP, through its affiliates FBB3 LLC and Baker Bros. Advisors (GP) LLC, has amended its Schedule 13D filing regarding Kiniksa Pharmaceuticals International, plc. The filing, dated October 8, 2024, indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this excerpt. The Baker entities are significant investors in the pharmaceutical sector.

Why It Matters

This filing signals a potential shift in significant ownership for Kiniksa Pharmaceuticals, which could influence its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by major investors like Baker Bros. can lead to stock price volatility.

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filer of the Schedule 13D/A
• Kiniksa Pharmaceuticals International, plc (company) — Subject company of the filing
• FBB3 LLC (company) — Affiliate of Baker Bros. Advisors LP
• Baker Bros. Advisors (GP) LLC (company) — Affiliate of Baker Bros. Advisors LP
• Felix J. Baker (person) — Member of the filing group
• Julian C. Baker (person) — Member of the filing group

FAQ

Key Financial Figures

• $0.000273235 — Class A Ordinary Shares, nominal value $0.000273235 per share (Title of Class of Securiti
• $24.48 — Options”) at an exercise price of $24.48 per Class A ordinary share, one third o
• $18.00 — Share Options with an exercise price of $18.00 per Class A ordinary share, which expir
• $15.47 — Share Options with an exercise price of $15.47 per Class A ordinary share, which expir
• $25.48 — Share Options with an exercise price of $25.48 per Class A ordinary share, which expir
• $14.33 — Share Options with an exercise price of $14.33 per Class A ordinary share, which expir
• $9.88 — Share Options with an exercise price of $9.88 per Class A ordinary share, which expir
• $15.19 — Share Options with an exercise price of $15.19 per Class A ordinary share, which expir
• $19.71 — Share Options with an exercise price of $19.71 per Class A ordinary share, which vest

Filing Documents

• tm2425843d1_sc13da.htm (SC 13D/A) — 118KB
• 0001104659-24-107086.txt ( ) — 120KB

Security and Issuer

Item 1. Security and Issuer.

of Schedule 13D is hereby amended and restated in its entirety

Item 1 of Schedule 13D is hereby amended and restated in its entirety as follows: On June 27, 2024, Kiniksa Pharmaceuticals, Ltd. (“Old Kinksa”) consummated redomiciliation transactions that resulted in Kiniksa Pharmaceuticals International, plc (the “Issuer”) becoming the successor issuer to Old Kiniksa (the “Redomiciliation”). Pursuant to the Redomiciliation, holders of Old Kiniksa securities received (i) one Class A ordinary share (as defined below) of the Issuer for each Class A common share of Old Kiniksa held immediately prior to the effectiveness of the Redomiciliation; (ii) one Class A1 ordinary share of the Issuer for each Class A1 common share of Old Kiniksa held immediately prior to the effectiveness of the Redomiciliation; (iii) one Class B ordinary share of the Issuer for each Class B common share of Old Kiniksa held immediately prior to the effectiveness of the Redomiciliation; and (iv) one Class B1 ordinary share of the Issuer for each Class B1 common share of Old Kiniksa held immediately prior to the effectiveness of the Redomiciliation, with no change in economic interest for any such holders as a result of the Redomiciliation. The class of equity security to which this statement on Schedule 13D relates is the Class A ordinary shares, nominal value $0.000273235 per share (the “Class A ordinary shares”) of the Issuer, a corporation organized under the laws of England and Wales. The address of the principal executive offices of the Issuer is 23 Old Bond Street, London, WIS 4PZ, England, United Kingdom.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of Schedule 13D is supplemented and amended, as the case may

Item 3 of Schedule 13D is supplemented and amended, as the case may be, as follows: The Reporting Persons may in the ordinary course of business hold securities in margin accounts maintained for the Funds with prime brokers, which extend margin credit as and when required, subject to applicable margin regulations, stock exchange rules and such firms’ credit policies. Positions in securities may be pledged as collateral security for the repayment of debit balances in such accounts.

Purpose of the Transaction

Item 4. Purpose of the Transaction.

of Schedule 13D is supplemented and amended, as the case may

Item 4 of Schedule 13D is supplemented and amended, as the case may be, as follows: Effective on October 4, 2024, M. Cantey Boyd, an employee of the Adviser, was appointed to the board of directors of the Issuer (the “Board”) as a Class III director. M. Cantey Boyd was also appointed by the Board to serve on the Board’s Compensation Committee effective as of October 4, 2024. On October 4, 2024, the Issuer granted M. Cantey Boyd 28,384 non-qualified options to purchase Class A ordinary shares on a 1-for-1 basis (“Share Options”) at an exercise price of $24.48 per Class A ordinary share, one third of which vest on the first anniversary of the grant date, with the remaining two thirds vesting in 24 equal monthly installments. The Share Options expire on October 3, 2034. In addition, on October 4, 2024, the Issuer also granted M. Cantey Boyd 4,730 restricted share units (each, an “RSU”), one third of which vest on each anniversary of the grant date. The Share Options and RSUs were granted to M. Cantey Boyd in connection with her service on the Board under the Issuer’s 2018 Incentive Award Plan. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of Class A ordinary shares or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the Board and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest with th

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of Schedule 13D is amended and restated as follows

Item 5 of Schedule 13D is amended and restated as follows: (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 5 are incorporated herein by reference. The information set forth in Items 1 and 4 is hereby incorporated by reference into this Item 5. The information below reflects the effect of the Redomiciliation as described in Item 1. Set forth below is the aggregate number of Class A ordinary shares, Class A1 (as defined below) and Class B1 (as defined below) directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons. Class A ordinary Holder shares Class A1 Class B1 667, L.P. 98,980 1,143,650 1,399,516 Baker Brothers Life Sciences, L.P. 2,700,597 11,638,314 14,658,102 Total 2,799,577 12,781,964 16,057,618 The Class A1 ordinary shares of the Issuer (“Class A1”) are non-voting and convert at any time at the election of the holder without additional consideration to Class A ordinary shares on a 1-for-1 basis subject to limitations on conversion as described below. The Class A1 are only convertible to the extent that immediately prior to or after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) of the Exchange Act group, would not beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in excess of 4.99% of the outstanding Class A ordinary shares or any other class of equity security that is registered pursuant to Section 12 of the Exchange Act. As a result of this restriction, the number of Class A ordinary shares that may be issued on conversion of the Class A1 by the holders may change depending upon changes in the number of outstanding Class A ordinary shares. A holder of Class A1 may increase, decrease or waive this limitation on beneficial ownership by providing the Issuer with 61-days' n