4//SEC Filing
Bodenstedt Matthias 4
Accession 0001213900-23-028294
CIK 0001821586other
Filed
Apr 6, 8:00 PM ET
Accepted
Apr 7, 4:05 PM ET
Size
16.5 KB
Accession
0001213900-23-028294
Insider Transaction Report
Form 4
Bodenstedt Matthias
Chief Financial Officer
Transactions
- Conversion
Common shares, par value CHF 0.10 per share, of MoonLake AG
2023-04-05−4,374→ 10,626 total→ Class A ordinary shares, par value $0.0001 per share (147,135 underlying) - Conversion
Class A ordinary shares, par value $0.0001 per share
2023-04-05+410,796→ 410,796 total - Disposition to Issuer
Class C ordinary shares, par value $0.0001 per share
2023-04-05−410,796→ 0 total - Conversion
Class A ordinary shares, par value $0.0001 per share
2023-04-05+147,135→ 557,931 total - Disposition to Issuer
Class C ordinary shares, par value $0.0001 per share
2023-04-05−147,135→ 357,445 total - Conversion
Common shares, par value CHF 0.10 per share, of MoonLake AG
2023-04-05−12,212→ 0 total→ Class A ordinary shares, par value $0.0001 per share (410,796 underlying)
Footnotes (4)
- [F1]On April 5, 2023, the Reporting Person exchanged 16,586 common shares of MoonLake Immunotherapeutics AG ("MoonLake AG") for 557,931 Class A ordinary shares of the Issuer. In connection with the exchange, 557,931 Class C ordinary shares of the Issuer were automatically cancelled by the Issuer for no consideration.
- [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]15,000 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 the earlier of (a) 12 months after the occurrence of a Change of Control or (b) the date after the occurrence of the Change of Control on which the holder's employment relationship is terminated.
- [F4](continued from footnote 3) If, before the end of the second vesting period the employment relationship of the holder is terminated (i) 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 (ii) 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.
Documents
Issuer
MoonLake Immunotherapeutics
CIK 0001821586
Entity typeother
Related Parties
1- filerCIK 0001920545
Filing Metadata
- Form type
- 4
- Filed
- Apr 6, 8:00 PM ET
- Accepted
- Apr 7, 4:05 PM ET
- Size
- 16.5 KB