4//SEC Filing
GORDON CARL L 4
Accession 0001415889-25-015978
CIK 0001664710other
Filed
Jun 5, 8:00 PM ET
Accepted
Jun 6, 4:15 PM ET
Size
11.5 KB
Accession
0001415889-25-015978
Insider Transaction Report
Form 4
GORDON CARL L
Director
Transactions
- Award
Stock Option (right to buy)
2025-06-04+10,500→ 10,500 totalExercise: $14.82Exp: 2035-06-03→ Common Stock (10,500 underlying) - Award
Common Stock
2025-06-04+5,250→ 5,250 total
Holdings
- 899,212(indirect: See footnotes)
Common Stock
- 119,522(indirect: See footnotes)
Common Stock
Footnotes (6)
- [F1]Represents a restricted stock unit ("RSU") award. The RSUs fully vest on the earlier of (A) June 4, 2026 and (B) the date of the Issuer's 2026 annual meeting of stockholders, subject to the Reporting Person continuing to provide service through each such date.
- [F2]Pursuant to an agreement with OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, the Reporting Person is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Private Investments VII, LP.
- [F3]These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("OrbiMed GP") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
- [F4]Each of the Reporting Person, OrbiMed Advisors, OrbiMed GP, and Genesis GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
- [F5]. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
- [F6]The option shall vest in equal quarterly installments over the 12 months following the date of grant, provided that the grant will in any case be fully vested on the date of Issuer's 2026 annual meeting of stockholders, subject to the Reporting Person continuing to provide service through each such date.
Documents
Issuer
Keros Therapeutics, Inc.
CIK 0001664710
Entity typeother
Related Parties
1- filerCIK 0001282930
Filing Metadata
- Form type
- 4
- Filed
- Jun 5, 8:00 PM ET
- Accepted
- Jun 6, 4:15 PM ET
- Size
- 11.5 KB