Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
KRONOS BIO, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
50107A104
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 50107A104
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13G
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Page 2 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Norbert Bischofberger, Ph.D.
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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509,666 (1)
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|||
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||||
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6
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SHARED VOTING POWER
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5,425,494 Shares (2)
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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509,666 (1)
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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5,425,494 Shares (2)
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,935,160 Shares
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.5% (3)
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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||||
(1) Includes 297,186 shares of common stock issuable within 60 days of December 31, 2021 upon the exercise of stock options held by the Reporting Person.
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CUSIP No. 50107A104
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13G
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Page 3 of 13 Pages
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(2) Includes (a) 4,370,494 shares of common stock beneficially owned by the Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994, of which Dr.
Bischofberger is a trustee, (b) 263,750 shares of common stock beneficially owned by Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020, of which Dr.
Bischofberger is a trustee, (c) 263,750 shares of common stock beneficially owned by Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020, of which Dr.
Bischofberger is a trustee, (d) 263,750 shares of common stock beneficially owned by Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020, of which Dr.
Bischofberger is a trustee and (e) 263,750 shares of common stock beneficially owned by Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020, of which Dr.
Bischofberger is a trustee.
(3) This percentage is calculated based on 56,347,286 shares of common stock outstanding as of November 2, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on
November 9, 2021.
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CUSIP No. 50107A104
|
13G
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Page 4 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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4,370,494 Shares
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|||
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||||
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6
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SHARED VOTING POWER
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0 Shares
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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4,370,494 Shares
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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0 Shares
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,370,494 Shares
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||||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.76% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) This percentage is calculated based on 56,347,286 shares of common stock outstanding as of November 2, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on
November 9, 2021.
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CUSIP No. 50107A104
|
13G
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Page 5 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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263,750 Shares
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||||
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6
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SHARED VOTING POWER
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0 Shares
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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263,750 Shares
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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0 Shares
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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263,750 Shares
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||||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.4% (1)
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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||||
(1) This percentage is calculated based on 56,347,286 shares of common stock outstanding as of November 2, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on
November 9, 2021.
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CUSIP No. 50107A104
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13G
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Page 6 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
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(b)☐
|
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|||
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3
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SEC USE ONLY
|
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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|||
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||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
|
|
|
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263,750 Shares
|
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|||
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||||
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6
|
SHARED VOTING POWER
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0 Shares
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|||
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||||
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7
|
SOLE DISPOSITIVE POWER
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|
||
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263,750 Shares
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|||
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||||
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8
|
SHARED DISPOSITIVE POWER
|
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0 Shares
|
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|||
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
263,750 Shares
|
|
|
|||
|
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|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
||
|
☐
|
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|
|||
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||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.4% (1)
|
|
|
|||
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||||
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12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
|
OO
|
|
|
|||
|
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|
||||
(1) This percentage is calculated based on 56,347,286 shares of common stock outstanding as of November 2, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2021.
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CUSIP No. 50107A104
|
13G
|
Page 7 of 13 Pages
|
|
1
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NAMES OF REPORTING PERSONS
|
|
|
||
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Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020
|
|
|
|||
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|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
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||
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
263,750 Shares
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
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0 Shares
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
263,750 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 Shares
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
263,750 Shares
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.4% (1)
|
|
|
|||
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|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
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|
|||
|
|
|
||||
(1) This percentage is calculated based on 56,347,286 shares of common stock outstanding as of November 2, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2021.
|
CUSIP No. 50107A104
|
13G
|
Page 8 of 13 Pages
|
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1
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NAMES OF REPORTING PERSONS
|
|
|
||
|
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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|
||
|
|
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|||
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||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
|
California
|
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|
|||
|
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
263,750 Shares
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0 Shares
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
263,750 Shares
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0 Shares
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
263,750 Shares
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
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|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.4% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) This percentage is calculated based on 56,347,286 shares of common stock outstanding as of November 2, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on
November 9, 2021.
|
CUSIP No. 50107A104
|
13G
|
Page 9 of 13 Pages
|
| Item 1(a). |
Name of Issuer:
|
Kronos Bio, Inc.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
1300 So. El Camino Real, Suite 400
San Mateo, California 94402
| Item 2(a). |
Names of Persons Filing:
|
Norbert Bischofberger, Ph.D.
Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020
| Item 2(b). |
Address of Principal Business Office, or, if none, Residence:
|
The address of Norbert Bischofberger, Ph.D. is:
c/o Kronos Bio, Inc.
1300 So. El Camino Real, Suite 400
San Mateo, California 94402
The address of Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994:
c/o Kronos Bio, Inc.
1300 So. El Camino Real, Suite 400
San Mateo, California 94402
The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020 is:
c/o Kronos Bio, Inc.
1300 So. El Camino Real, Suite 400
San Mateo, California 94402
The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020 is:
c/o Kronos Bio, Inc.
1300 So. El Camino Real, Suite 400
San Mateo, California 94402
The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020 is:
c/o Kronos Bio, Inc.
1300 So. El Camino Real, Suite 400
San Mateo, California 94402
The address of Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger GST Non-Exempt Trust dated April 29, 2020 is:
c/o Kronos Bio, Inc.
1300 So. El Camino Real, Suite 400
San Mateo, California 94402
|
CUSIP No. 50107A104
|
13G
|
Page 10 of 13 Pages
|
| Item 2(c). |
Citizenship:
|
Norbert Bischofberger, Ph.D.: USA
Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994: California
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020: California
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020: California
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020: California
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020: California
| Item 2(d). |
Title of Class of Securities:
|
Common Stock
| Item 2(e). |
CUSIP No.:
|
50107A104
| Item 3. |
Not Applicable.
|
| Item 4. |
Ownership
|
The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover page to this Schedule 13G. Ownership is stated as of December 31, 2021. This percentage is calculated based on 56,347,286
shares of common stock outstanding as of November 2, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2021.
|
Reporting Person
|
Shares Held
Directly
|
Sole
Voting
Power
|
Shared
Voting
Power
|
Sole
Dispositive
Power
|
Shared
Dispositive
Power
|
Beneficial
Ownership
|
Percentage
of Class(1)
|
|||||||
|
Norbert Bischofberger, Ph.D.
|
509,666
|
509,666
|
5,425,494
|
509,666
|
5,425,494
|
5,935,160
|
10.5%
|
|||||||
|
Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994
|
4,370,494
|
4,370,494
|
0
|
4,370,494
|
0
|
4,370,494
|
7.76%
|
|||||||
|
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020
|
263,750
|
263,750
|
0
|
263,750
|
0
|
263,750
|
0.4%
|
|
CUSIP No. 50107A104
|
13G
|
Page 11 of 13 Pages
|
|
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020
|
263,750
|
263,750
|
0
|
263,750
|
0
|
263,750
|
0.4%
|
|||||||
|
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020
|
263,750
|
263,750
|
0
|
263,750
|
0
|
263,750
|
0.4%
|
|||||||
|
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020
|
263,750
|
263,750
|
0
|
263,750
|
0
|
263,750
|
0.4%
|
|||||||
(1) This percentage is calculated based on 56,347,286 shares of common stock outstanding as of November 2, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2021.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
Not applicable
| Item 8. |
Identification and Classification of Members of the Group
|
Not applicable
| Item 9. |
Notice of Dissolution of Group
|
Not applicable
| Item 10. |
Certifications
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No. 50107A104
|
13G
|
Page 12 of 13 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 17, 2022
|
/s/ Norbert Bischofberger, Ph.D.
|
|
|
Norbert Bischofberger, Ph.D.
|
|
Norbert W. & Inger A. Bischofberger Revocable Inter Vivos Trust, dtd August 29, 1994
|
||
|
By:
|
/s/ Norbert Bischofberger, Ph.D.
|
|
|
Name:
|
Norbert Bischofberger, Ph.D., Trustee
|
|
|
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Exempt Trust dated April 29, 2020
|
||
|
By:
|
/s/ Norbert Bischofberger, Ph.D.
|
|
|
Name:
|
Norbert Bischofberger, Ph.D., Trustee
|
|
|
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the David Michael Anthony Dynasty GST Non-Exempt Trust dated April 29, 2020
|
||
|
By:
|
/s/ Norbert Bischofberger, Ph.D.
|
|
|
Name:
|
Norbert Bischofberger, Ph.D., Trustee
|
|
|
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Exempt Trust dated April 29, 2020
|
||
|
By:
|
/s/ Norbert Bischofberger, Ph.D.
|
|
|
Name:
|
Norbert Bischofberger, Ph.D., Trustee
|
|
|
Norbert W. Bischofberger and Inger A. Bischofberger, Trustees of the Irene Alisha Bischofberger Dynasty GST Non-Exempt Trust dated April 29, 2020
|
||
|
By:
|
/s/ Norbert Bischofberger, Ph.D.
|
|
|
Name:
|
Norbert Bischofberger, Ph.D., Trustee
|
|