Keros Therapeutics Inc

04/11/2025 | Press release | Distributed by Public on 04/11/2025 19:57

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ADAR1 Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
Keros Therapeutics, Inc. [KROS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3503 WILD CHERRY DRIVE, BUILDING 9
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2025
(Street)
AUSTIN, TX 78738
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 04/09/2025 P 18,560 A $9.3952(2) 3,493,404 I By ADAR1 Partners, LP(1)(8)
Common Stock 04/09/2025 P 16,365 A $9.3952(3) 743,558 I By Spearhead Insurance Solutions IDF, LLC(1)(8)
Common Stock 04/09/2025 P/K 325,000 A $9.857(4) 3,818,404 I By ADAR1 Partners, LP(1)(8)
Common Stock 04/09/2025 P/K 500,000 A $10.33 4,318,404 I By ADAR1 Partners, LP(1)(8)
Common Stock 04/09/2025 P/K 74,333 A $10.33 4,392,737 I By ADAR1 Partners, LP(1)(8)
Common Stock 254,669 I By ADAR1 SPV I, LP(1)(8)
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash-Settled Total Return Swaps (5) 04/09/2025 J(5) 325,000(5) (5) (5) Common Stock 325,000(5) (5) 624,333(5) I By ADAR1 Partners, LP(1)(8)
Cash-Settled Total Return Swaps (6) 04/09/2025 J(6) 500,000(6) (6) (6) Common Stock 500,000(6) (6) 124,333(6) I By ADAR1 Partners, LP(1)(8)
Cash Settled Total Return Swaps (7) 04/09/2025 J(7) 74,333(7) (7) (7) Common Stock 74,333(7) (7) 50,000(7) I By ADAR1 Partners, LP(1)(8)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADAR1 Capital Management, LLC
3503 WILD CHERRY DRIVE
BUILDING 9
AUSTIN, TX 78738
X
ADAR1 Partners, LP
3503 WILD CHERRY DRIVE
BUILDING 9
AUSTIN, TX 78738
X
ADAR1 Capital Management GP, LLC
3503 WILD CHERRY DRIVE
BUILDING 9
AUSTIN, TX 78738
X
Schneeberger Daniel
3503 WILD CHERRY DRIVE
BUILDING 9
AUSTIN, TX 78738
X

Signatures

ADAR1 Capital Management, LLC, By /s/ Daniel Schneeberger, Manager 04/11/2025
**Signature of Reporting Person Date
ADAR1 Partners, LP, By /s/ Daniel Schneeberger, Manager 04/11/2025
**Signature of Reporting Person Date
ADAR1 Capital Management GP, LLC, By /s/ Daniel Schneeberger, Manager 04/11/2025
**Signature of Reporting Person Date
/s/ Daniel Schneeberger 04/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) As the investment manager of ADAR1 Partners, LP and ADAR1 SPV I, LP and as the sub-advisor of Spearhead Insurance Solutions IDF, LLC, ADAR1 Capital Management, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP, ADAR1 SPV I, LP and Spearhead Insurance Solutions IDF, LLC. As the general partner of ADAR1 Partners, LP and ADAR1 SPV I, LP, ADAR1 Capital Management GP, LLC may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP and ADAR1 SPV I, LP. As the manager of ADAR1 Capital Management, LLC and ADAR1 Capital Management GP, LLC, Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners, LP, Spearhead Insurance Solutions IDF, LLC, and ADAR1 SPV I, LP.
(2) The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.21 to $9.56, inclusive.
(3) The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.21 to $9.56, inclusive.
(4) The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.13 to $10.60, inclusive.
(5) In connection with the purchase of 325,000 securities reported as being purchased in Table 1, ADAR1 Partners, LP and the counterparty to the cash-settled total equity swaps previously reported agreed to reduce the number of notional shares of Common Stock of the Issuer in the applicable basket by a corresponding number of 325,000 shares. As a result, the aggregate number of notional shares of Common Stock of the Issuer in the applicable basket after giving effect to such transactions is 624,333 shares.
(6) In connection with the purchase of 500,000 securities reported as being purchased in Table 1, ADAR1 Partners, LP and the counterparty to the cash-settled total equity swaps previously reported agreed to reduce the number of notional shares of Common Stock of the Issuer in the applicable basket by a corresponding number of 500,000 shares. As a result, the aggregate number of notional shares of Common Stock of the Issuer in the applicable basket after giving effect to such transactions is 124,333 shares.
(7) In connection with the purchase of 74,333 securities reported as being purchased in Table 1, ADAR1 Partners, LP and the counterparty to the cash-settled total equity swaps previously reported agreed to reduce the number of notional shares of Common Stock of the Issuer in the applicable basket by a corresponding number of 74,333 shares. As a result, the aggregate number of notional shares of Common Stock of the Issuer in the applicable basket after giving effect to such transactions is 50,000 shares.
(8) For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.