Sec Form 4 Filing - Omega Fund IV, L.P. @ Kezar Life Sciences, Inc. - 2018-06-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Omega Fund IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
Kezar Life Sciences, Inc. [ KZR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
185 DARTMOUTH STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2018
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 315,489 A $ 0 ( 1 ) 315,489 D
Common Stock 06/25/2018 C 315,489 A $ 0 ( 1 ) 315,489 I ( 2 ) By Omega IV
Common Stock 06/25/2018 C 377,783 A $ 0 ( 3 ) 693,272 D
Common Stock 06/25/2018 C 377,783 A $ 0 ( 3 ) 693,272 I ( 2 ) By Omega IV
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 A Redeemable Convertible Preferred Stock ( 1 ) 06/25/2018 C 315,489 ( 1 ) ( 1 ) Common Stock 315,489 $ 0 0 D
Series A Redeemable Convertible Preferred Stock ( 1 ) 06/25/2018 C 315,489 ( 1 ) ( 1 ) Common Stock 315,489 $ 0 0 I ( 2 ) By Omega IV
Series B Redeemable Convertible Preferred Stock ( 3 ) 06/25/2018 C 377,783 ( 3 ) ( 3 ) Common Stock 377,783 $ 0 0 D
Series B Redeemable Convertible Preferred Stock ( 3 ) 06/25/2018 C 377,783 ( 3 ) ( 3 ) Common Stock 377,783 $ 0 0 I ( 2 ) By Omega IV
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Omega Fund IV, L.P.
185 DARTMOUTH STREET
BOSTON, MA02116
Former 10% Owner
Omega Fund IV GP, L.P.
185 DARTMOUTH STREET
BOSTON, MA02116
Former 10% Owner
Omega Fund IV G.P. Manager, Ltd.
185 DARTMOUTH STREET
BOSTON, MA02116
Former 10% Owner
Stampacchia Otello
185 DARTMOUTH STREET
BOSTON, MA02116
Former 10% Owner
Lim Richard J.
185 DARTMOUTH STREET
BOSTON, MA02116
Former 10% Owner
Paster Anne-Mari
185 DARTMOUTH STREET
BOSTON, MA02116
Former 10% Owner
Signatures
By: /s/ Anne-Mari Paster, Signature of Anne-Mari Paster as an authorized signatory of each Reporting Person 06/25/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Redeemable Convertible Preferred Stock ("Series A") converted automatically into shares of the issuer's common stock on a one-for-one basis upon the completion of the issuer's public offering of common stock pursuant the issuer's amended registration statement under the Securities Act of 1933, as amended, filed with the Commission on June 18, 2018 (the "IPO"). The Series A had no expiration date.
( 2 )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.
( 3 )The Series B Redeemable Convertible Preferred Stock ("Series B") converted automatically into shares of the issuer's common stock on a one-for-one basis upon the completion of the IPO. The Series B had no expiration date.

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