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

Jun 20, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Kezar Life Sciences, Inc. (KZR)
CIK: 0001645666
Period of Report: 2018-06-20

Reporting Person: Omega Fund IV, L.P. (10% Owner)
Reporting Person: Omega Fund IV GP, L.P. (10% Owner)
Reporting Person: Omega Fund IV G.P. Manager, Ltd. (10% Owner)
Reporting Person: Stampacchia Otello (10% Owner)
Reporting Person: Lim Richard J. (10% Owner)
Reporting Person: Paster Anne-Mari (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Redeemable Convertible Preferred Stock	$		Common Stock (315489)		Direct
Series A Redeemable Convertible Preferred Stock	$		Common Stock (315489)		Indirect
Series B Redeemable Convertible Preferred Stock	$		Common Stock (377783)		Direct
Series B Redeemable Convertible Preferred Stock	$		Common Stock (377783)		Indirect

Footnotes

F1: The Series A Redeemable Convertible Preferred Stock ("Series A") is convertible (i) at the option of the holder, at any time and without the payment of additional consideration by the holder thereof, (ii) automatically upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, provided that the offering price per share is not less than $7.942 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to common stock) and the gross proceeds to the issuer are not less than $40,000,000; or (iii) by vote or written consent of the holders of at least a majority of the then outstanding shares of redeemable convertible preferred stock (voting together as a single class on an as-converted basis)

F2: (Continued from Footnote 1) and the holders of at least 55% of the then outstanding shares of Series B (as defined below) (voting together as a separate class on an as-converted basis), in each case into fully paid and nonassessable shares of common stock on a one-for-one basis.

F3: The Series B Redeemable Convertible Preferred Stock ("Series B") is convertible (i) at the option of the holder, at any time and without the payment of additional consideration by the holder thereof, (ii) automatically upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, provided that the offering price per share is not less than $7.942 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to common stock) and the gross proceeds to the issuer are not less than $40,000,000; or (iii) by vote or written consent of the holders of at least a majority of the then outstanding shares of redeemable convertible preferred stock (voting together as a single class on an as-converted basis)

F4: (Continued from Footnote 3) and the holders of at least 55% of the then outstanding shares of Series B (voting together as a separate class on an as-converted basis), in each case into fully paid and nonassessable shares of common stock on a one-for-one basis.

F5: The reported securities are beneficially owned by Omega Fund IV GP, L.P. ("Omega IV GP"), as the general partner of Omega Fund IV, L.P. ("Omega IV"). Omega Fund IV G.P. Manager, Ltd. ("Omega IV GP Manager"), is the general partner of Omega IV GP. Otello Stampacchia, Richard Lim and Anne-Mari Paster are all the shareholders and directors of Omega IV GP Manager and have shared voting and investment power over the shares held by Omega Fund IV, L.P. Each of the Reporting Persons disclaims beneficial ownership of these securities, except to the extent of his, her or its pecuniary interest therein.