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*
(Street)
| 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 | ||||||||||||||||||||||||||
| 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 | 472,229 | A | (1) | 472,229 | I | See Footnotes(2)(3) | ||
| Common Stock | 06/25/2018 | P | 150,000 | A | $15 | 622,229 | I | See Footnotes(2)(3) | ||
| 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 B Redeemable Convertible Preferred Stock | (1) | 06/25/2018 | C | 472,229 | (1) | (1) | Common Stock | 472,229 | (1) | 0 | I | See Footnotes(2)(3) | |||
| Explanation of Responses: |
| 1. Each share of Series B Redeemable Convertible Preferred Stock was convertible into one share of Common Stock at any time at the holder's election, without payment of additional consideration, and had no expiration date but converted automatically upon the closing of the Issuer's initial public offering. |
| 2. Bay City Capital LLC, a Delaware limited liability company (BCC), Bay City Capital JV Management I LLC, a Delaware limited liability company (Management I), Bay City Capital GF XINDE Investment Management Co., a Cayman Islands company (Management Co.), and Bay City Capital GF Xinde International Life Sciences USD Fund, L.P., a Cayman Islands exempt limited partnership (USD Fund) are deemed to be a group for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management Co. is the general partner of USD Fund and has voting and dispositive power with respect to the securities held by USD Fund. BCC is the manager of, and an advisor to, Management I, and Management I holds an equity interest in Management Co. |
| 3. Represent securities held by USD Fund, including indirect interests of BCC, Management I, and Management Co. BCC, Management I and Management Co. each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. |
| Bay City Capital LLC, a Delaware limited liability company, By: /s/ Fred Craves, Managing Director | 06/28/2018 | |
| ** 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. | ||