UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
KEZAR LIFE SCIENCES, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
49372L 10 0
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | 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 disclosures provided in a prior cover page. |
The information required on 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).
| CUSIP No. 49372L 10 0 | Schedule 13G | Page 1 of 7 |
| 1) | Names of reporting persons.
ONYX THERAPEUTICS, INC. | |||||
| 2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3) | SEC use only
| |||||
| 4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
1,121,384 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
1,121,384 | |||||
| 9) |
Aggregate amount beneficially owned by each reporting person
1,121,384 | |||||
| 10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11) | Percent of class represented by amount in Item 9
5.9% | |||||
| 12) | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 49372L 10 0 | Schedule 13G | Page 2 of 7 |
| 1) | Names of reporting persons.
ONYX PHARMACEUTICALS, INC. | |||||
| 2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3) | SEC use only
| |||||
| 4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
1,121,384 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
1,121,384 | |||||
| 9) |
Aggregate amount beneficially owned by each reporting person
1,121,384 | |||||
| 10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11) | Percent of class represented by amount in Item 9
5.9% | |||||
| 12) | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 49372L 10 0 | Schedule 13G | Page 3 of 7 |
| 1) | Names of reporting persons.
AMGEN INC. | |||||
| 2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| 3) | SEC use only
| |||||
| 4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
5. | Sole voting power
0 | ||||
| 6. | Shared voting power
1,121,384 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
1,121,384 | |||||
| 9) |
Aggregate amount beneficially owned by each reporting person
1,121,384 | |||||
| 10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11) | Percent of class represented by amount in Item 9
5.9% | |||||
| 12) | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 49372L 10 0 | Schedule 13G | Page 4 of 7 |
ITEM 1.
(A) NAME OF ISSUER:
Kezar Life Sciences, Inc. (“Kezar”)
(B) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:
4000 Shoreline Court, Suite 300, South San Francisco, CA 94080
ITEM 2.
(A) NAME OF PERSON FILING:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Onyx Therapeutics, Inc.
Onyx Pharmaceuticals, Inc.
Amgen Inc.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address for each of the Reporting Persons is One Amgen Center Drive, Thousand Oaks, California 91320-1799
(C) CITIZENSHIP:
Each of the Reporting Persons is organized in the state of Delaware.
(D) TITLE OF CLASS OF SECURITIES:
Common stock, $0.001 par value, of Kezar (“Kezar Common Stock”)
(E) CUSIP NUMBER:
49372L 10 0
ITEM 3. STATEMENT FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C)
Not applicable.
ITEM 4. OWNERSHIP.
(A), (B) and (C)
The information presented below represents beneficial ownership of Kezar Common Stock as of December 31, 2018, based upon 19,108,221 shares of Kezar Common Stock outstanding as of November 5, 2018, as reported in Kezar’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed on November 8, 2018.
| CUSIP No. 49372L 10 0 | Schedule 13G | Page 5 of 7 |
| Reporting Person |
Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition of |
Shared power to dispose or to direct the disposition of |
||||||||||||||||||
| Onyx Therapeutics, Inc. |
1,121,384 | 5.9 | % | 0 | 1,121,384 | 0 | 1,121,384 | |||||||||||||||||
| Onyx Pharmaceuticals, Inc. |
1,121,384 | 5.9 | % | 0 | 1,121,384 | 0 | 1,121,384 | |||||||||||||||||
| Amgen Inc. |
1,121,384 | 5.9 | % | 0 | 1,121,384 | 0 | 1,121,384 | |||||||||||||||||
Onyx Therapeutics, Inc. is the record holder of 1,121,384 shares of Kezar Common Stock. Onyx Pharmaceuticals, Inc. is the sole shareholder of Onyx Therapeutics, Inc., and Amgen Inc. is the sole shareholder of Onyx Pharmaceuticals, Inc. As a result, Onyx Pharmaceuticals, Inc. and Amgen Inc. may each be deemed to share beneficial ownership of the Kezar Common Stock held of record by Onyx Therapeutics, Inc.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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. CERTIFICATION.
Not applicable.
| CUSIP No. 49372L 10 0 | Schedule 13G | Page 6 of 7 |
Signature
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2019
| ONYX THERAPEUTICS, INC. | ||
| By: | /s/ Mary A. Lehmann | |
| Name: | Mary A. Lehmann | |
| Title: | Vice President, Finance and Treasurer | |
| ONYX PHARMACEUTICALS, INC. | ||
| By: | /s/ Mary A. Lehmann | |
| Name: | Mary A. Lehmann | |
| Title: | Vice President, Finance and Treasurer | |
| AMGEN INC. | ||
| By: | /s/ Mary A. Lehmann | |
| Name: | Mary A. Lehmann | |
| Title: | Vice President, Finance and Treasurer | |
| CUSIP No. 49372L 10 0 | Schedule 13G | Page 7 of 7 |
Exhibit Index
| No. |
Description | |
| 1 | Joint Filing Agreement |
| Exhibit 1 | ||||
Joint Filing Agreement
The undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Dated: February 8, 2019
| ONYX THERAPEUTICS, INC. | ||
| By: | /s/ Mary A. Lehmann | |
| Name: | Mary A. Lehmann | |
| Title: | Vice President, Finance and Treasurer | |
| ONYX PHARMACEUTICALS, INC. | ||
| By: | /s/ Mary A. Lehmann | |
| Name: | Mary A. Lehmann | |
| Title: | Vice President, Finance and Treasurer | |
| AMGEN INC. | ||
| By: | /s/ Mary A. Lehmann | |
| Name: | Mary A. Lehmann | |
| Title: | Vice President, Finance and Treasurer | |