Form 4 for MLTX MoonLake Immunotherapeutics
Accepted 2023-10-03 00:00:00 ET · period of report 2023-10-01 · accession 0001013762-23-001295 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-10-03 | 2023-10-01 | MLTX | Reich Kristian | CSO | D - Sale to Iss | — | -2.53M | 0 | -100% | — |
| D | 2023-10-03 | 2023-10-01 | MLTX | Reich Kristian | CSO | D - Sale to Iss | — | -42.0K | 196.3K | -18% | — |
| D | 2023-10-03 | 2023-10-01 | MLTX | Reich Kristian | CSO | C - Cnv Deriv | — | +42.0K | 140.1K | +43% | — |
| DI | 2023-10-03 | 2023-10-01 | MLTX | Reich Kristian | CSO | C - Cnv Deriv | — | +2.53M | 3.03M | +505% | — |
| DI | 2023-10-03 | 2023-10-01 | MLTX | Reich Kristian | CSO | C - Cnv Deriv | — | -75.1K | 0 | -100% | — |
| D | 2023-10-03 | 2023-10-01 | MLTX | Reich Kristian | CSO | C - Cnv Deriv | — | -1,248 | 5,836 | -18% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class C ordinary shares, par value $0.0001 per share | 2023-10-01 | D | D | 2,527,477 | — | 0 | I See footnote. | — | — | (F2) The common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares at a rate of 1 common share of MoonLake AG for 33.638698 Class A ordinary shares, rounded to the nearest whole share. Upon any such exchange of a common share of MoonLake AG, the corresponding Class C ordinary share of the Issuer will be automatically cancelled. (F3) Represents the ordinary shares of the Issuer owned by JeruCon Beratungsgesellschaft mbH. Dr. Reich directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the ordinary shares (and the corresponding common shares of MoonLake AG) owned by JeruCon Beratungsgesellschaft mbH. |
| 2 | Common | Class C ordinary shares, par value $0.0001 per share | 2023-10-01 | D | D | 41,981 | — | 196,316 | D | — | — | (F5) 10,000 of the common shares of MoonLake AG held by the holder (the "second leaver shares") are subject to a reverse vesting condition, such that 25% vested on January 18, 2023 and 75% vest on the 18th of each month at a rate of 2.08%, and they will be fully vested on January 18, 2026 (the "second vesting period"). Upon the occurrence of any transfer of MoonLake AG shares in one or a series of related transactions that results in the proposed acquiror holding directly, or indirectly through one or more intermediaries, more than 50% of the then issued share capital of MoonLake AG (a "Change of Control"), the unvested second leaver shares will fully vest. (F6) (continued from footnote 6) If, before the end of the second vesting period the employment relationship of the holder is terminated (a) for any reason other than for cause, MoonLake AG or any third party designated by it, shall have an option to purchase all or a pro rata portion of the unvested second leaver shares at nominal value of CHF 0.10 per share or (b) for cause, MoonLake AG or any third party designated by it, shall have an option to purchase all or a pro rata portion of the second leaver shares at nominal value of CHF 0.10 per share. In connection with any such purchase of such second leaver shares, the corresponding Class C ordinary shares of the Issuer will also be transferred to the purchaser. (F2) The common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares at a rate of 1 common share of MoonLake AG for 33.638698 Class A ordinary shares, rounded to the nearest whole share. Upon any such exchange of a common share of MoonLake AG, the corresponding Class C ordinary share of the Issuer will be automatically cancelled. |
| 3 | Common | Class A ordinary shares, par value $0.0001 per share | 2023-10-01 | C | A | 41,981 | — | 140,071 | D | — | — | (F2) The common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares at a rate of 1 common share of MoonLake AG for 33.638698 Class A ordinary shares, rounded to the nearest whole share. Upon any such exchange of a common share of MoonLake AG, the corresponding Class C ordinary share of the Issuer will be automatically cancelled. |
| 4 | Common | Class A ordinary shares, par value $0.0001 per share | 2023-10-01 | C | A | 2,527,477 | — | 3,027,483 | I See footnote. | — | — | (F2) The common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares at a rate of 1 common share of MoonLake AG for 33.638698 Class A ordinary shares, rounded to the nearest whole share. Upon any such exchange of a common share of MoonLake AG, the corresponding Class C ordinary share of the Issuer will be automatically cancelled. (F3) Represents the ordinary shares of the Issuer owned by JeruCon Beratungsgesellschaft mbH. Dr. Reich directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the ordinary shares (and the corresponding common shares of MoonLake AG) owned by JeruCon Beratungsgesellschaft mbH. |
| 5 | Derivative | Common shares, par value CHF 0.10 per share, of MoonLake AG | 2023-10-01 | C | D | 75,136 | — | 0 | I See footnote. | — · — to — | 2,527,477 Class A ordinary shares, par value $0.0001 per share | (F2) The common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares at a rate of 1 common share of MoonLake AG for 33.638698 Class A ordinary shares, rounded to the nearest whole share. Upon any such exchange of a common share of MoonLake AG, the corresponding Class C ordinary share of the Issuer will be automatically cancelled. (F3) Represents the ordinary shares of the Issuer owned by JeruCon Beratungsgesellschaft mbH. Dr. Reich directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the ordinary shares (and the corresponding common shares of MoonLake AG) owned by JeruCon Beratungsgesellschaft mbH. |
| 6 | Derivative | Common shares, par value CHF 0.10 per share, of MoonLake AG | 2023-10-01 | C | D | 1,248 | — | 5,836 | D | — · — to — | 41,981 Class A ordinary shares, par value $0.0001 per share | (F5) 10,000 of the common shares of MoonLake AG held by the holder (the "second leaver shares") are subject to a reverse vesting condition, such that 25% vested on January 18, 2023 and 75% vest on the 18th of each month at a rate of 2.08%, and they will be fully vested on January 18, 2026 (the "second vesting period"). Upon the occurrence of any transfer of MoonLake AG shares in one or a series of related transactions that results in the proposed acquiror holding directly, or indirectly through one or more intermediaries, more than 50% of the then issued share capital of MoonLake AG (a "Change of Control"), the unvested second leaver shares will fully vest. (F6) (continued from footnote 6) If, before the end of the second vesting period the employment relationship of the holder is terminated (a) for any reason other than for cause, MoonLake AG or any third party designated by it, shall have an option to purchase all or a pro rata portion of the unvested second leaver shares at nominal value of CHF 0.10 per share or (b) for cause, MoonLake AG or any third party designated by it, shall have an option to purchase all or a pro rata portion of the second leaver shares at nominal value of CHF 0.10 per share. In connection with any such purchase of such second leaver shares, the corresponding Class C ordinary shares of the Issuer will also be transferred to the purchaser. (F2) The common shares of MoonLake AG may be exchanged at the holder's option into Class A ordinary shares at a rate of 1 common share of MoonLake AG for 33.638698 Class A ordinary shares, rounded to the nearest whole share. Upon any such exchange of a common share of MoonLake AG, the corresponding Class C ordinary share of the Issuer will be automatically cancelled. |