SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Patel Sanj K

(Last)

(First)

(Middle)

C/O KINIKSA PHARMACEUTICALS, LTD.

CLARENDON HOUSE 2 CHURCH STREET

(Street)

HAMILTON

HM11

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kiniksa Pharmaceuticals, Ltd. [ KNSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	08/07/2019		G	245,685⁽¹⁾	D	$0	0	D
Class A Common Shares	08/07/2019		G	245,685⁽¹⁾	A	$0	245,685	I	Held by The Anglia 2013 Revocable Trust, u/d/t August 15, 2013
Class A Common Shares							109,795	I	Held by The Marina 2016 Irrevocable Trust, u/d/t June 23, 2016⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Shares	⁽³⁾	07/31/2019		G		1,526,160⁽¹⁾	⁽³⁾⁽⁴⁾	⁽³⁾	Class A Common Shares	1,526,160	$0	0	D
Class B Common Shares	⁽³⁾	07/31/2019		G	1,526,160⁽¹⁾		⁽³⁾⁽⁴⁾	⁽³⁾	Class A Common Shares	1,526,160	$0	1,526,160⁽⁴⁾	I	Held by The Anglia 2013 Revocable Trust, u/d/t August 15, 2013

Explanation of Responses:

1. The Reporting Person transferred all Class A Common Shares and all Class B Common Shares held by the Reporting Person to a family trust, of which the Reporting Person is trustee, on August 7, 2019 and July 31, 2019, respectively. The Reporting Person is the sole beneficiary of the trust.

2. This trust changed its name from the Manisha S. Patel 2016 Irrevocable Trust on May 21, 2019.

3. Each Class B Common Share is convertible at any time at the election of the holder, subject to certain contractual arrangements entered into between the Reporting Person and the Issuer, into one Class A Common Share or one Class B1 Common Share and will automatically convert into Class A Common Shares upon transfer to an unaffiliated party.

4. In accordance with certain contractual arrangements entered into between the Reporting Person and the Issuer, the Anglia 2013 Revocable Trust, u/d/t August 15, 2013 is not entitled to convert the Class B Common Shares into Class A Common Shares, if immediately following such conversion, the Reporting Person would beneficially own more than 4.99% of the Issuer's issued and outstanding Class A Common Shares, unless the Reporting Person provides the Issuer with 61-days' prior written notice of such conversion.

	/s/ Thomas W. Beetham, Attorney-in-Fact For Sanj K Patel	02/13/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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