SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McCracken Joseph S

(Last)

(First)

(Middle)

C/O KINDRED BIOSCIENCES, INC.

1555 BAYSHORE HIGHWAY, SUITE 200

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$9.65	08/27/2021		D			41,890	⁽¹⁾	04/19/2028	Common Stock	41,890	$0⁽¹⁾	0	D
Stock Option (right to buy)	$11	08/27/2021		D			10,000	⁽²⁾	06/21/2028	Common Stock	10,000	$0⁽²⁾	0	D
Stock Option (right to buy)	$9.91	08/27/2021		D			48,500	⁽³⁾	01/31/2029	Common Stock	48,500	$0⁽³⁾	0	D
Stock Option (right to buy)	$9.84	08/27/2021		D			48,500	⁽⁴⁾	01/16/2030	Common Stock	48,500	$0⁽⁴⁾	0	D
Stock Option (right to buy)	$4.44	08/27/2021		D			48,500	⁽⁵⁾	01/19/2031	Common Stock	48,500	$4.81⁽⁵⁾	0	D

Explanation of Responses:

1. This option provided for vesting in four equal quarterly installments from the option grant date. This option 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 no consideration.

2. 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.

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 no consideration.

5. 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 $233,285.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.

	/s/ Joseph S. McCracken	08/27/2021
	** Signature of Reporting Person	Date
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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SEC Form 4 filed by Mccracken Joseph S