FORM 4 [X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Veszpremi Ervin
2. Issuer Name and Ticker or Trading Symbol

Kindred Biosciences, Inc. [ KIN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O KINDRED BIOSCIENCES, INC., 1555 BAYSHORE HIGHWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

8/27/2021
(Street)

BURLINGAME, CA 94010
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $0.32 8/27/2021  D     40000   (1)2/4/2023 Common Stock 40000 $8.93 (1)0 D  
Stock Option (right to buy) $1.37 8/27/2021  D     20000   (2)8/29/2023 Common Stock 20000 $7.88 (2)0 D  
Stock Option (right to buy) $15.41 8/27/2021  D     35000   (3)2/3/2024 Common Stock 35000 $0 (3)0 D  
Stock Option (right to buy) $6.96 8/27/2021  D     44000   (4)1/26/2025 Common Stock 44000 $2.29 (4)0 D  
Stock Option (right to buy) $3.45 8/27/2021  D     44000   (5)1/8/2026 Common Stock 44000 $5.8 (5)0 D  
Stock Option (right to buy) $6.4 8/27/2021  D     49900   (6)1/23/2027 Common Stock 49900 $2.85 (6)0 D  
Stock Option (right to buy) $8.75 8/27/2021  D     75000   (7)1/22/2028 Common Stock 75000 $0.5 (7)0 D  
Stock Option (right to buy) $9.91 8/27/2021  D     50000   (8)1/31/2029 Common Stock 50000 $0 (8)0 D  
Stock Option (right to buy) $9.84 8/27/2021  D     50000   (9)1/16/2030 Common Stock 50000 $0 (9)0 D  
Stock Option (right to buy) $4.44 8/27/2021  D     50000   (10)1/19/2031 Common Stock 50000 $4.81 (10)0 D  

Explanation of Responses:
(1) This option, which vested 25% of the total number of shares underlying the option ("Option Shares") on the annual anniversary of January 1, 2013, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued service as director on each such vesting date, was cancelled pursuant to the agreement and plan of merger, dated as of June 15, 2021, by and among the Elanco Animal Health Incorporated, Knight Merger Sub, Inc., and Kindred Biosciences, Inc. (the "Merger Agreement") in exchange for a cash payment of $357,200.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(2) This option, which vested 25% of the Option Shares on the annual anniversary of August 29, 2013, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued service as director on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $157,600.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(3) This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration.
(4) This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $100,760.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(5) This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $255,200.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(6) This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $142,215.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(7) This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $37,500.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(8) This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration.
(9) This option provided for vesting in four equal quarterly installments from the option grant date. This option was cancelled pursuant to the Merger Agreement in exchange for no consideration.
(10) This option provided for vesting in four equal quarterly installments from the option grant date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $240,500.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Veszpremi Ervin
C/O KINDRED BIOSCIENCES, INC.
1555 BAYSHORE HIGHWAY, SUITE 200
BURLINGAME, CA 94010
X



Signatures
/s/ Ervin Veszpremi8/30/2021
**Signature of Reporting PersonDate

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