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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MoonLake Immunotherapeutics [ MLTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/05/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Ordinary Shares | 04/05/2022 | C(3) | 2,785,000 | A | $0 | 3,215,000 | I | See footnote(1) | ||
Class A Ordinary Shares | 04/05/2022 | P(4) | 2,850,000 | A | $10 | 2,850,000 | I | See footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Ordinary Shares | (3) | 04/05/2022 | C | 2,785,000 | (3) | (3) | Class A Ordinary Shares | 2,785,000 | (3) | 0 | I | See footnote(1) |
Explanation of Responses: |
1. Helix Holdings LLC is the record holder of these securities reported. Bihua Chen is the manager of Helix Holdings LLC and has voting and investment discretion with respect to the securities held of record by Helix Holdings LLC. Ms. Chen disclaims any beneficial ownership of the securities held by Helix Holdings LLC other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
2. Various funds (the "Cormorant Funds") managed by Cormorant Asset Management, LP are the record holders of these securities. Bihua Chen is the founder and managing member of Cormorant Asset Management, LP and has voting and investment discretion with respect to the ordinary shares held by the Cormorant Funds. Ms. Chen disclaims any beneficial ownership of such securities other than to the extent of any pecuniary interest she may have therein, directly or indirectly. |
3. Each of the Issuer's Class B Ordinary Shares were convertible into Class A Ordinary Shares upon consummation of the Issuer's initial business combination and had no expiration date. In connection with the consummation of the Issuer's initial business combination ("Business Combination") and pursuant to the Business Combination Agreement dated as of October 4, 2021, by and between the Issuer, MoonLake Immunotherapeutics AG, and the other parties thereto (the "Business Combination Agreement"), such Class B Ordinary Shares automatically converted into an equal number of Class A Ordinary Shares. |
4. In connection with the Business Combination, the Cormorant Funds entered into Subscription Agreements with the Issuer dated as of October 4, 2021 and March 31, 2022, pursuant to which, at the closing of the Business Combination, the Cormorant Funds purchased an aggregate of 2,850,000 Class A Ordinary Shares at a price of $10.00 per share. |
/s/ Bihua Chen | 04/07/2022 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |