SEC Filing - Kezar Life Sciences, Inc.

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SEC FORM 4 SEC Form 4

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^*

Chiesi Ventures, Inc.

(Last)

(First)

(Middle)

P.O. BOX 110287

(Street)

RESEARCH TRIANGLE PARK

27709

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kezar Life Sciences, Inc. [ KZR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	06/25/2018		C		314,819	A	⁽¹⁾	314,819	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock, par value $0.001 per share	⁽¹⁾	06/25/2018		C		314,819		⁽¹⁾	⁽¹⁾	Common Stock	314,819	$0	0	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

Chiesi Ventures, Inc.

(Last)

(First)

(Middle)

P.O. BOX 110287

(Street)

RESEARCH TRIANGLE PARK

27709

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chiesi Ventures, LP

(Last)

(First)

(Middle)

P.O. BOX 110287

(Street)

RESEARCH TRIANGLE PARK

27709

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chiesi Giacomo

(Last)

(First)

(Middle)

P.O. BOX 110287

(Street)

RESEARCH TRIANGLE PARK

27709

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series B Preferred Stock, par value $0.001 per share, converted into Common Stock, par value $0.001 per share, on a one-for-one basis and had no expiration date.

2. These shares are held of record by Chiesi Ventures, LP ("Chiesi Ventures"). Chiesi Ventures, Inc. ("Chiesi") is the general partner of Chiesi Ventures, and Mr. Giacomo Chiesi is President of, and may be deemed to have control of, Chiesi. By virtue of their respectively relationships with Chiesi Ventures, each of Chiesi and Mr. Chiesi may be deemed to indirectly beneficially own the shares of which Chiesi Ventures is the record owner. Each of Chiesi and Mr. Chiesi disclaims beneficial ownership of the shares reported herein, except to the extent of its or his respective pecuniary interests therein. This report shall not be deemed an admission that such reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.

	/s/ Amanda Keister, attorney-in-fact for Chiesi Ventures, LP	06/26/2018
	/s/ Amanda Keister, attorney-in-fact for Chiesi Ventures, Inc.	06/26/2018
	/s/ Amanda Keister, attorney-in-fact for Giacomo Chiesi	06/26/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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