| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Kezar Life Sciences, Inc. [ KZR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/25/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 06/25/2018 | C | 315,489 | A | $0.00(1) | 315,489 | D | |||
| Common Stock | 06/25/2018 | C | 315,489 | A | $0.00(1) | 315,489 | I(2) | By Omega IV | ||
| Common Stock | 06/25/2018 | C | 377,783 | A | $0.00(3) | 693,272 | D | |||
| Common Stock | 06/25/2018 | C | 377,783 | A | $0.00(3) | 693,272 | I(2) | By Omega IV | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Redeemable Convertible Preferred Stock | (1) | 06/25/2018 | C | 315,489 | (1) | (1) | Common Stock | 315,489 | $0.00 | 0 | D | ||||
| Series A Redeemable Convertible Preferred Stock | (1) | 06/25/2018 | C | 315,489 | (1) | (1) | Common Stock | 315,489 | $0.00 | 0 | I(2) | By Omega IV | |||
| Series B Redeemable Convertible Preferred Stock | (3) | 06/25/2018 | C | 377,783 | (3) | (3) | Common Stock | 377,783 | $0.00 | 0 | D | ||||
| Series B Redeemable Convertible Preferred Stock | (3) | 06/25/2018 | C | 377,783 | (3) | (3) | Common Stock | 377,783 | $0.00 | 0 | I(2) | By Omega IV | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series A Redeemable Convertible Preferred Stock ("Series A") converted automatically into shares of the issuer's common stock on a one-for-one basis upon the completion of the issuer's public offering of common stock pursuant the issuer's amended registration statement under the Securities Act of 1933, as amended, filed with the Commission on June 18, 2018 (the "IPO"). The Series A had no expiration date. |
| 2. The reported securities are beneficially owned by Omega Fund IV GP, L.P. ("Omega IV GP"), as the general partner of Omega Fund IV, L.P. ("Omega IV"). Omega Fund IV G.P. Manager, Ltd. ("Omega IV GP Manager"), is the general partner of Omega IV GP. Otello Stampacchia, Richard Lim and Anne-Mari Paster are all the shareholders and directors of Omega IV GP Manager and have shared voting and investment power over the shares held by Omega Fund IV, L.P. Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of his, her or its pecuniary interest therein. |
| 3. The Series B Redeemable Convertible Preferred Stock ("Series B") converted automatically into shares of the issuer's common stock on a one-for-one basis upon the completion of the IPO. The Series B had no expiration date. |
| Remarks: |
| By: /s/ Anne-Mari Paster, Signature of Anne-Mari Paster as an authorized signatory of each Reporting Person | 06/25/2018 | |
| ** 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 4 (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. | ||