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*
Onyx Therapeutics, Inc.

(Last) (First) (Middle)
ONE AMGEN CENTER DRIVE

(Street)
THOUSAND OAKS CA 91320-1799

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2018
3. Issuer Name and Ticker or Trading Symbol
Kezar Life Sciences, Inc. [ KZR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 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)
Form filed by One Reporting Person
X 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Redeemable Convertible Preferred Stock (1) (1) Common Stock 1,121,384 (1) D(2)(3)
1. Name and Address of Reporting Person*
Onyx Therapeutics, Inc.

(Last) (First) (Middle)
ONE AMGEN CENTER DRIVE

(Street)
THOUSAND OAKS CA 91320-1799

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AMGEN INC

(Last) (First) (Middle)
ONE AMGEN CENTER DRIVE

(Street)
THOUSAND OAKS CA 91320-1799

(City) (State) (Zip)
Explanation of Responses:
1. As more fully described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-225194), upon completion of the Issuer's initial public offering, each share of Series A redeemable convertible preferred stock will automatically convert into one share of the Issuer's common stock.
2. These shares are owned directly by Onyx Therapeutics, Inc., or Onyx, an indirect wholly-owned subsidiary of Amgen Inc., or Amgen. Amgen may be deemed to beneficially own securities held by Onyx, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
3. 10% beneficial ownership is calculated in accordance with SEC rules based on the number of shares of the Issuer's common stock outstanding on the date hereof and the conversion of only the reporting person's shares of preferred stock. Upon the closing of the Issuer's initial public offering, the shares held by the reporting persons will represent less than 10% beneficial ownership of the outstanding shares of common stock.
Remarks:
/s/ David A. Piacquad, Senior Vice President, Business Development on behalf of Onyx Therapeutics, Inc. and Amgen Inc. 06/20/2018
** 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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