FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bevers Denise
2. Issuer Name and Ticker or Trading Symbol

Kindred Biosciences, Inc. [ KIN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O KINDRED BIOSCIENCES, INC., 1555 BAYSHORE HIGHWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

8/27/2021
(Street)

BURLINGAME, CA 94010
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 8/27/2021  D  145835 (1)D$9.25 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $0.9 8/27/2021  D     20400   (2)8/29/2023 Common Stock 20400 $8.35 (2)0 I By SD Scientific, Inc. (3)
Stock Option (right to buy) $1.37 8/27/2021  D     96092   (4)8/29/2023 Common Stock 96092 $7.88 (4)0 D  
Stock Option (right to buy) $15.41 8/27/2021  D     75000   (5)2/3/2024 Common Stock 75000 $0 (5)0 D  
Stock Option (right to buy) $6.96 8/27/2021  D     59031   (6)1/26/2025 Common Stock 59031 $2.29 (6)0 D  
Stock Option (right to buy) $3.45 8/27/2021  D     59031   (7)1/8/2026 Common Stock 59031 $5.8 (7)0 D  
Stock Option (right to buy) $3.6 8/27/2021  D     30000   (8)4/5/2026 Common Stock 30000 $5.65 (8)0 D  
Stock Option (right to buy) $6.4 8/27/2021  D     100000   (9)1/23/2027 Common Stock 100000 $2.85 (9)0 D  
Stock Option (right to buy) $8.75 8/27/2021  D     100000   (10)1/22/2028 Common Stock 100000 $0.5 (10)0 D  
Stock Option (right to buy) $12.6 8/27/2021  D     75000   (11)10/22/2028 Common Stock 75000 $0 (11)0 D  
Stock Option (right to buy) $9.91 8/27/2021  D     150000   (12)1/31/2029 Common Stock 150000 $0 (12)0 D  
Stock Option (right to buy) $9.84 8/27/2021  D     80000   (13)1/16/2030 Common Stock 80000 $0 (13)0 D  
Stock Option (right to buy) $4.44 8/27/2021  D     46000   (14)1/19/2031 Common Stock 46000 $4.81 (14)0 D  

Explanation of Responses:
(1) Represents 145,835 shares of common stock that were disposed of at the effective time of the merger (the "Merger") contemplated by the agreement and plan of merger, dated as of June 15, 2021, by and among the Elanco Animal Health Incorporated, Knight Merger Sub, Inc., and Kindred Biosciences, Inc. (the "Merger Agreement") in exchange for a cash payment of $9.25 per share. The amount of securities includes 2,000 shares of Kindred Biosciences, Inc. common stock that were inadvertently omitted from previous Form 4 filings after being acquired by the reporting person pursuant to the Kindred Biosciences, Inc. Employee Stock Purchase Plan.
(2) This option, which vested 25% of the total number of shares underlying the option ("Option Shares") on the annual anniversary of August 29, 2013, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $170,340.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(3) Held by SD Scientific, Inc. ("SD Scientific"). The Reporting Person is a co-director and co-stockholder of SD Scientific, and as such, shares voting and dispositive power over such shares held by SD Scientific but disclaims beneficial ownership of the shares except to the extent of her pecuniary interest therein.
(4) This option, which vested 25% of the total number of shares underlying the option ("Option Shares") on the annual anniversary of August 29, 2013, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $757,204.96, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(5) This option, which vested 25% of the Option Shares on the annual anniversary of February 3, 2014, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for no consideration.
(6) This option, which vested 25% of the Option Shares on the annual anniversary of January 26, 2015, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $135,180.99, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(7) This option, which vested 25% of the Option Shares on the annual anniversary of January 8, 2016, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $342,379.80, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(8) This option, which vested 25% of the Option Shares on the annual anniversary of April 5, 2016, with the remaining Option Shares vested in equal monthly installments over the following three years, subject to continued employment on each such vesting date, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $169,500.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(9) This option, which was subject to acceleration of vesting pursuant to a severance and release agreement between Kindred Biosciences, Inc. and the reporting person, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $285,000.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(10) This option, which was subject to acceleration of vesting pursuant to a severance and release agreement between Kindred Biosciences, Inc. and the reporting person, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $50,000.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.
(11) This option, which was subject to acceleration of vesting pursuant to a severance and release agreement between Kindred Biosciences, Inc. and the reporting person, was cancelled pursuant to the Merger Agreement in exchange for no consideration.
(12) This option, which was subject to acceleration of vesting pursuant to a severance and release agreement between Kindred Biosciences, Inc. and the reporting person, was cancelled pursuant to the Merger Agreement in exchange for no consideration.
(13) This option, which was subject to acceleration of vesting pursuant to a severance and release agreement between Kindred Biosciences, Inc. and the reporting person, was cancelled pursuant to the Merger Agreement in exchange for no consideration.
(14) This option provided for vesting in four equal quarterly installments from the option grant date. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $221,260.00, representing the difference between the per share exercise price of the option and the merger consideration of $9.25 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Bevers Denise
C/O KINDRED BIOSCIENCES, INC.
1555 BAYSHORE HIGHWAY, SUITE 200
BURLINGAME, CA 94010
X



Signatures
/s/ Denise Bevers8/29/2021
**Signature of Reporting PersonDate

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