Kiniksa Pharmaceuticals International, plc
7.00%
3,253,341
1730430
May 20, 2026
May 26, 2026, 05:04 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Julian C. Baker | Individual | 7.00% | 3,253,341 | 3,253,341 | 0 |
| Felix J. Baker | Individual | 7.00% | 3,253,341 | 3,253,341 | 0 |
| Baker Bros. Advisors LP | Investment Adviser | 6.90% | 3,231,181 | 3,231,181 | 0 |
| Baker Bros. Advisors (GP) LLC | Holding Company | 6.90% | 3,231,181 | 3,231,181 | 0 |
| FBB3 LLC | Other | 0.02% | 7,320 | 7,320 | 0 |
Disclosure Items (5)
Class A Ordinary Shares, nominal value $0.000273235 per share
Kiniksa Pharmaceuticals International, plc
105 PICCADILLY, SECOND FLOOR, LONDON, X0, W1J 7NJ
The disclosure in Item 4 is incorporated by reference herein. Item 5 of Schedule 13D is supplemented and amended, as the case may be, as follows: Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 6 are incorporated herein by reference. The information in Item 5(b) below is incorporated herein by reference. The direct holdings of the Funds are detailed in Exhibit 99.1 and such information is incorporated herein by reference. In addition to the direct holdings of the Funds, which may be deemed to be beneficially owned by each of the Adviser, the Adviser GP, Julian C. Baker and Felix J. Baker, the beneficial ownership of the Adviser, the Adviser GP, Julian C. Baker and Felix J. Baker reported herein includes 181,591 vested non-qualified options exercisable for 181,591 Class A ordinary shares ("Share Options"), 12,546 Class A ordinary shares received from the vesting of restricted stock units (each an "RSU") and 2,799 Class A ordinary shares issuable upon the vesting of RSUs received by each of Felix J. Baker, a managing member of the Adviser GP and Dr. Stephen R. Biggar, a full-time employee of the Adviser, as compensation for their service on the Board, as well as 33,356 vested Share Options, 1,577 Class A ordinary shares received from the vesting of RSUs and 2,799 Class A ordinary Shares issuable upon vesting of RSUs received by M. Cantey Boyd as compensation for her service on the Board. In addition, the beneficial ownership of Julian C. Baker includes 14,840 Class A ordinary shares directly held by Julian C. Baker and the beneficial ownership of Felix J. Baker includes 14,840 Class A ordinary shares directly held by Felix J. Baker. The beneficial ownership of each of Julian C. Baker and Felix J. Baker includes 7,320 Class A ordinary shares held by FBB3. The percentage of beneficial ownership for each of the Reporting Persons reported herein is based on 46,303,276 Class A ordinary shares outstanding as of April 24, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on April 28, 2026, and the denominator for the calculation of the percentage of beneficial ownership for each of the Adviser, the Adviser GP, Julian C. Baker and Felix J. Baker also includes 181,591 vested Share Options exercisable for 181,591 Class A ordinary shares, and 2,799 Class A ordinary shares issuable upon the vesting of RSUs received by each of Felix J. Baker, a managing member of the Adviser GP and Dr. Stephen R. Biggar, a full-time employee of the Adviser, as compensation for their service on the Board, as well as 33,356 vested Share Options, and 2,799 Class A ordinary Shares issuable upon vesting of RSUs received by M. Cantey Boyd as compensation for her service on the Board. Set forth in Exhibit 99.1 is the aggregate number of Class A ordinary shares, Class A1 ordinary shares and Class B1 ordinary shares directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Adviser, the Adviser GP, Julian C. Baker and Felix J. Baker.
Items 7 through 10 of each of the cover pages of this Amendment No. 6 are incorporated herein by reference and the information in Item 5(a) above is incorporated herein by reference. The Class A1 ordinary shares of the Issuer are non-voting and convert at any time at the election of the holder without additional consideration to Class A ordinary shares on a 1-for-1 basis subject to limitations on conversion as described below and as set forth in the Deed. The Class A1 ordinary shares are only convertible to the extent that immediately prior to or after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) of the Exchange Act group with the holders or any of their affiliates, would not beneficially own, for purposes of Rule 13d-3 under the Exchange Act, in excess of 4.99% of the outstanding Class A ordinary shares or any other class of equity security that is registered pursuant to Section 12 of the Exchange Act. As a result of this restriction, the number of Class A ordinary shares that may be issued on conversion of the Class A1 ordinary shares by the holders may change depending upon changes in the number of outstanding Class A ordinary shares. A holder of Class A1 ordinary shares may increase, decrease or waive this limitation on beneficial ownership by providing the Issuer with 61-days' notice. The Class A1 ordinary shares have no expiration date. The Class B1 ordinary shares of the Issuer are non-voting and convert at any time at the election of the holder to either Class B ordinary shares or Class A ordinary shares, without additional consideration and on a 1-for-1 basis, subject to limitations on conversion as described below and as set forth in the Deed. The Class B1 ordinary shares are only convertible to the extent that immediately prior to or after giving effect to such conversion the holders thereof together with their affiliates and any member of a Section 13(d) of the Exchange Act group with the holders or any of their affiliates, would not beneficially own, for purposes of Rule 13d-3 under the Exchange Act, in excess of 4.99% of the outstanding Class A ordinary shares or any other class of equity security that is registered pursuant to Section 12 of the Exchange Act. As a result of this restriction, the number of Class A ordinary shares that may be issued on conversion of the Class B1 ordinary shares by the holders may change depending upon changes in the outstanding number of Class A ordinary shares. A holder of Class B1 ordinary shares may increase, decrease or waive this limitation on ownership by providing the Issuer with 61-days' notice. The Class B1 ordinary shares have no expiration date. The Class B ordinary shares have 10 votes per share while the Class A ordinary shares have 1 vote per share. Each Class B ordinary share is convertible at any time at the election of the holder into one Class A ordinary share or one Class B1 ordinary share. Each Class B1 ordinary share automatically converts into one Class A ordinary share upon transfer, except for transfers to or between affiliated holders. The Class A1 ordinary shares and Class B1 ordinary shares are not currently convertible due to the effect of the above referenced beneficial ownership limitations. Without any limitation on conversion of the Class A1 ordinary shares and Class B1 ordinary shares, the Reporting Persons may be deemed beneficial owners of a combined total of 32,107,763 Class A ordinary shares, representing approximately 42.5% of total outstanding Class A ordinary shares, assuming that only shares of Class A1 ordinary shares and Class B1 ordinary shares held by the Funds are converted. Felix J. Baker, a managing member of the Adviser GP, and Dr. Stephen R. Biggar and M. Cantey Boyd, full-time employees of the Adviser, serve on the Board. The policy of the Funds and the Adviser does not permit managing members of the Adviser GP or full-time employees of the Adviser to receive compensation for serving as directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in any compensation received for their service. Felix J. Baker, Dr. Biggar and M. Cantey Boyd have no voting or dispositive power and no pecuniary interest in the Share Options or any other securities received as compensation for their Board service. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither voting nor dispositive power and have no direct pecuniary interest in the Share Options, Class A ordinary shares received from vesting of RSUs or Class A ordinary shares received from the exercise of Share Options held by Felix J. Baker, Dr. Biggar and M. Cantey Boyd. In conjunction with their service on the Board, Felix J. Baker and Dr. Biggar each hold 18,760 vested Share Options with an exercise price of $18.00 per Class A ordinary share, which expire on May 22, 2028, 18,760 vested Share Options with an exercise price of $15.47 per Class A ordinary share, which expire on May 28, 2029, 18,760 vested Share Options with an exercise price of $25.48 per Class A ordinary share, which expire on June 29, 2030, 33,237 vested Share Options with an exercise price of $14.33 per Class A ordinary share, which expire on June 28, 2031, 30,000 vested Share Options with an exercise price of $9.88 per Class A ordinary share, which expire on June 28, 2032, 26,236 vested Share Options with an exercise price of $15.19 per Class A ordinary share, which expire on June 5, 2033, 19,040 vested Share Options with an exercise price of $19.71 per Class A ordinary share, which expire on June 4, 2034 and 16,798 Share Options vesting within 60 days of the date of this filing with an exercise price of $29.11 per Class A ordinary share, which expire on June 2, 2035. In conjunction with her service on the Board, M. Cantey Boyd holds 28,384 Share Options with an exercise price of $24.48 per Class A ordinary share that expire on October 3, 2034. Of these 28,384 Share Options: 14,981 are vested as of the date of this filing; 1,577 vest within 60 days of the date of this filing; and the remaining 11,826 Share Options vest in equal monthly installments beginning on August 4, 2026 and continuing through October 4, 2027. In conjunction with her service on the Board M. Cantey Boyd also holds 16,798 Share Options vesting within 60 days of the date of this filing with an exercise price of $29.11 per Class A ordinary share, which expire on June 2, 2035. In conjunction with their service on the Board, Felix J. Baker and Stephen R. Biggar each hold 12,546 Class A ordinary shares received from the vesting of RSUs and Felix J. Baker, Stephen R. Biggar and M. Cantey Boyd each hold 2,799 Class A ordinary shares issuable upon the vesting of 2,799 RSUs vesting within 60 days of the date of this filing. Also in conjunction with her service on the Board, M. Cantey Boyd holds 4,730 RSUs, 1,577 of which are vested as of the date of this filing, and 1/3 of which vest on each annual anniversary of the grant date. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds. FBB3 directly holds 7,320 Class A ordinary shares. Julian C. Baker and Felix J. Baker are the sole managers of FBB3 and by policy they do not transact in or vote the securities of the Issuer held by FBB3. Julian C. Baker and Felix J. Baker beneficially own the 7,320 Class A ordinary shares held by FBB3 as a result of their ability to veto distributions. Julian C. Baker and Felix J. Baker each beneficially own 14,840 Class A ordinary shares.
(c) There were no transactions in Class A ordinary shares effected by the Reporting Persons during the sixty days preceding the filing of this statement.
(d) Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech Capital (GP), LLC. Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
Item 6 of Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosure in Item 4 is incorporated by reference herein. The Deed is incorporated by reference as Exhibit 99.2 and is incorporated herein by reference.
99.1 Holding by the Funds in Securities of the Issuer 99.2 Deed of Waiver by and between Kiniksa Pharmaceuticals International, plc and Baker Bros. Advisors LP, dated as of May 21, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on May 26, 2026).