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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OMB APPROVAL |
OMB Number: |
3235-0104 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
RESEARCH TRIANGLE PARK |
NC |
27709 |
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/20/2018
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3. Issuer Name and Ticker or Trading Symbol
Kezar Life Sciences, Inc.
[ KZR ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Beneficially Owned |
1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series B Preferred Stock, par value $0.001 per share |
06/26/2017 |
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Common Stock, par value $0.001 per share |
290,924 |
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I
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See footnotes
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Series B Preferred Stock, par value $0.001 per share |
06/26/2017 |
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Common Stock, par value $0.001 per share |
23,894 |
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I
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See footnotes
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1. Name and Address of Reporting Person*
(Street)
RESEARCH TRIANGLE PARK |
NC |
27709 |
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1. Name and Address of Reporting Person*
(Street)
RESEARCH TRIANGLE PARK |
NC |
27709 |
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1. Name and Address of Reporting Person*
(Street)
RESEARCH TRIANGLE PARK |
NC |
27709 |
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1. Name and Address of Reporting Person*
(Street)
RESEARCH TRIANGLE PARK |
NC |
27709 |
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1. Name and Address of Reporting Person*
(Street)
RESEARCH TRIANGLE PARK |
NC |
27709 |
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Explanation of Responses: |
Remarks: |
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/s/ Amanda Keister, attorney-in-fact for Arthur M. Pappas |
06/20/2018 |
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/s/ Amanda Keister, attorney-in-fact for A.M. Pappas Life Science Ventures V, LP |
06/20/2018 |
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/s/ Amanda Keister, attorney-in-fact for PV V CEO Fund, LP |
06/20/2018 |
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/s/ Amanda Keister, attorney-in-fact for AMP&A Management V, LLC |
06/20/2018 |
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/s/ Amanda Keister, attorney-in-fact for Pappas Capital, LLC |
06/20/2018 |
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** 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). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
LIMITED POWER OF ATTORNEY
Know all by these
presents, that each of the undersigned hereby makes, constitutes and appoints Ford Worthy, Amy M. Batten, Amanda L. Keister and
James R. Jolley, and each of them singly, as such undersigned’s true and lawful attorneys-in-fact with full power and authority
as hereinafter described to:
| 1. | execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial
owner of securities of Kezar Life Sciences, Inc. (the “Company”), (i) Forms 3, 4, and 5 (including amendments thereto)
in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
thereunder, (ii) Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
and (iii) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act
and the rules thereunder; |
| 2. | do and perform any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4, or 5 (including amendments thereto), Form 144, or Schedule 13D or 13G (including
amendments thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”)
and any stock exchange or similar authority, including, but not limited to, executing a Form ID for and on behalf of the undersigned
and filing such Form ID with the SEC; and |
| 3. | take any other action of any type whatsoever in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall
be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s
discretion. |
The undersigned hereby
grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming
all the acts such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each
of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s
responsibilities to comply with Sections 13 or 16 of the Exchange Act or Rule 144 under the Securities Act.
The undersigned hereby
revokes any and all prior powers of attorney executed for this purpose. This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4, and 5 (including amendments thereto), Form 144, and
Schedules 13D and 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
In addition, at such time as any attorney-in-fact (i) ceases to serve as an employee or counsel of the Company or any subsidiary
of the Company or (ii) resigns as attorney-in-fact by the execution of a written resignation delivered to the undersigned or the
Company, without any action on the part of the undersigned, this Limited Power of Attorney shall be partially revoked solely with
respect to such individual; such individual shall cease to be an attorney-in-fact under this Limited Power of Attorney; and the
authority of the other attorneys-in-fact then existing hereunder shall remain in full force and effect.
IN WITNESS WHEREOF,
the undersigned has caused this Limited Power of Attorney to be executed as of this 20th day of June, 2018.
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A.M. Pappas Life Science Ventures V, LP |
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By: |
AMP&A Management III, LLC |
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General Partner |
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/s/
Ford S. Worthy |
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By: |
Ford S. Worthy |
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Title: |
Partner & Chief Financial Officer |
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PV V CEO Fund, LP |
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By: |
AMP&A Management
III, LLC |
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General Partner |
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/s/
Ford S. Worthy |
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By: |
Ford S. Worthy |
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Title: |
Partner & Chief Financial
Officer |
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Chiesi Ventures, LP |
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By: |
Chiesi Ventures, Inc. |
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General Partner |
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/s/ Giacomo Chiesi |
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By: |
Giacomo Chiesi |
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Title: |
Managing Partner |
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Giacomo Chiesi |
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/s/ Giacomo Chiesi |
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AMP&A Management V, LLC |
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/s/ Ford S. Worthy |
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By: Ford S. Worthy |
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Title: Partner & Chief Financial Officer |
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Pappas Capital, LLC |
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/s/ Ford S. Worthy |
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By: Ford S. Worthy |
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Title: Partner |
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Arthur M. Pappas |
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/s/ Arthur M. Pappas |
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Chiesi Ventures, Inc. |
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By: |
Pappas Capital, LLC |
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Authorized Signatory |
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/s/
Ford S. Worthy |
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By: |
Ford S. Worthy |
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Title: |
Partner |