SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Knowles Julius

(Last)

(First)

(Middle)

C/O KEROS THERAPEUTICS, INC.

99 HAYDEN AVENUE, SUITE 120, BUILDING E

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/07/2020

3. Issuer Name and Ticker or Trading Symbol
Keros Therapeutics, Inc. [ KROS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	138,229	I	See footnote⁽¹⁾
Common Stock	92,153	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	276,459	⁽³⁾	I	See footnote⁽¹⁾
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	184,305	⁽³⁾	I	See footnote⁽²⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	205,962	⁽³⁾	I	See footnote⁽¹⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	137,308	⁽³⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	67,015	⁽³⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	44,676	⁽³⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. The securities are held by Partners Innovation Fund, LLC ("PIF I"). Partners Innovation Fund, LLC ("Partners GP I") is the ultimate general partner of PIF I. The Reporting Person, a member of the board of directors of the Issuer, is a partner of Partners GP I and as a result, may be deemed to share voting and investment power with respect to the shares held by PIF I.

2. The securities are held by Partners Innovation Fund II, L.P. ("PIF II"). Partners Innovation Fund II, LLC ("Partners GP II") is the ultimate general partner of PIF II. The Reporting Person, a member of the board of directors of the Issuer, is a partner of Partners GP II and as a result, may be deemed to share voting and investment power with respect to the shares held by PIF II.

3. Each share of Series A Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock is convertible at any time, at the holder's election, into Common Stock, on a one-for-one basis, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Keith Regnante, Attorney-in-Fact	04/07/2020
	** 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 5 (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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