06/05/2026 | Press release | Distributed by Public on 06/05/2026 14:15
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $10.5 | 06/03/2026 | A | 7,433 | (4) | 06/02/2036 | Common Stock | 7,433 | $ 0 | 7,433 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Knowles Julius C/O KEROS THERAPEUTICS, INC. 1050 WALTHAM STREET, SUITE 302 LEXINGTON, MA 02421 |
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| /s/ Keith Regnante, Attorney-in-Fact | 06/05/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents a restricted stock unit ("RSU") award. The RSUs fully vest on the earlier of (A) June 3, 2027 and (B) the date of the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person continuing to provide service through each such date. |
| (2) | The securities are held by Partners Innovation Fund, LLC ("PIF I"). Partners Innovation Fund, LLC ("Partners GP I") is the ultimate general partner of PIF I. The Reporting Person, a member of the board of directors of the Issuer, is a partner of Partners GP I and as a result, may be deemed to share voting and investment power with respect to the shares held by PIF I. |
| (3) | The securities are held by Partners Innovation Fund II, L.P. ("PIF II"). Partners Innovation Fund II, LLC ("Partners GP II") is the ultimate general partner of PIF II. The Reporting Person, a member of the board of directors of the Issuer, is a partner of Partners GP II and as a result, may be deemed to share voting and investment power with respect to the shares held by PIF II. |
| (4) | The option shall vest in equal quarterly installments over the 12 months following June 3, 2026, provided that the grant will in any case be fully vested on the date of Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person continuing to provide service through each such date. |