Kezar Life Sciences, Inc. — Director's Dealing 2018

Jun 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Kezar Life Sciences, Inc. (KZR)
CIK: 0001645666
Period of Report: 2018-06-25

Reporting Person: Cormorant Asset Management, LP (10% Owner)
Reporting Person: Chen Bihua (Director, 10% Owner)
Reporting Person: Cormorant Global Healthcare GP, LLC (10% Owner)
Reporting Person: Cormorant Global Healthcare Master Fund, LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-25	Common Stock	C	315488	—	Acquired	315488	Indirect
2018-06-25	Common Stock	C	1007421	—	Acquired	1322909	Indirect
2018-06-25	Common Stock	P	250000	$15	Acquired	1572909	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-25	Series A Redeemable Convertible Preferred Stock	$	C	315488	Disposed		Common Stock (315488)	Direct
2018-06-25	Series B Redeemable Convertible Preferred Stock	$	C	1007421	Disposed		Common Stock (1007421)	Direct

Footnotes

F1: Shares 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.

F2: Shares 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.

F3: Shares 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.

F4: The 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.

F5: The 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.

F6: Shares 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.