SEC Form 4 · accession 0001140361-18-030192
Kezar Life Sciences, Inc. · KZR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Cormorant Asset Management, LP
10% Owner
Bihua Chen
Director · 10% Owner
Cormorant Global Healthcare GP, LLC
10% Owner
Period of report
Jun 25, 2018
Accepted (ET)
Jun 27, 2018 · 6:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001645666
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4 | Jun 25, 2018 | C | 315,488 | — | A | 315,488 | I | See Footnote |
| Common StockF2,F3,F5 | Jun 25, 2018 | C | 1,007,421 | — | A | 1,322,909 | I | See Footnotes |
| Common StockF3,F6 | Jun 25, 2018 | P | 250,000 | $15.00 | A | 1,572,909 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Redeemable Convertible Preferred StockF1,F3,F4 | — | Jun 25, 2018 | C | 315,488 | D | — | — | Common Stock | 315,488 | 0 | D |
| Series B Redeemable Convertible Preferred StockF2,F3,F5,F1 | — | Jun 25, 2018 | C | 1,007,421 | D | — | — | Common Stock | 1,007,421 | 0 | D |
Explanation of responses
- F1Shares of Series A Redeemable Convertible Preferred Stock ("Series A Preferred Stock") were convertible 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.
- F2Shares of Series B Redeemable Convertible Preferred Stock ("Series B Preferred Stock") were convertible 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.
- F3Shares reported herein are held by Cormorant Private Healthcare Fund I, LP (the "Fund I"), Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and by a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Fund I, the Master Fund and the Account. Bihua Chen serves as manager of the general partner of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
- F4The Series A Preferred Stock represented, on an as-converted basis (i) 265,799 shares of Common Stock held by the Master Fund, and (ii) 49,689 shares of Common Stock held by the Account.
- F5The Series B Preferred Stock represented, on an as-converted basis (i) 803,116 shares of Common Stock held by Fund I, (ii) 169,952 shares of Common Stock held by the Master Fund, and (iii) 34,353 shares of Common Stock held by the Account.
- F6Shares reported herein as purchased on June 25, 2018 represent (i) 216,575 shares purchased by the Master Fund, and (ii) 33,425 shares purchased by the Account.