SEC Form 4 · accession 0001179110-18-009105
Kezar Life Sciences, Inc. · KZR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
BAY CITY CAPITAL LLC
10% Owner
Period of report
Jun 25, 2018
Accepted (ET)
Jun 28, 2018 · 6:22 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,F2,F3 | Jun 25, 2018 | C | 472,229 | — | A | 472,229 | I | See Footnotes |
| Common StockF2,F3 | Jun 25, 2018 | P | 150,000 | $15.00 | A | 622,229 | 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 B Redeemable Convertible Preferred StockF1,F2,F3 | — | Jun 25, 2018 | C | 472,229 | D | — | — | Common Stock | 472,229 | 0 | I |
Explanation of responses
- F1Each 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.
- F2Bay 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.
- F3Represent 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.