Sec Form 4 Filing - Belsky Marc @ Kezar Life Sciences, Inc. - 2026-05-11

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
Belsky Marc
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
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O KEZAR LIFE SCIENCES, INC., 4000 SHORELINE COURT, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
05/11/2026
(Street)
SOUTH SAN FRANCISCO, CA94080
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 05/11/2026 U( 1 )( 2 ) 1,538 D 0 D
Common Stock 05/11/2026 U( 1 )( 2 ) 200 D 0 I By Trust
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
Employee Stock Option (right to buy) $ 59.1 05/11/2026 D 17,793 ( 3 ) 04/15/2028 Common Stock 17,793 $ 0 0 D
Employee Stock Option (right to buy) $ 9.3 05/11/2026 D 29,499 ( 3 ) 01/06/2034 Common Stock 29,499 $ 0 0 D
Employee Stock Option (right to buy) $ 6.58 05/11/2026 D 24,500 ( 4 ) 01/08/2035 Common Stock 24,500 $ 0 0 D
Employee Stock Option (right to buy) $ 6.3 05/11/2026 D 12,000 ( 4 ) 07/10/2034 Common Stock 12,000 $ 0 0 D
Employee Stock Option (right to buy) $ 22.8 05/11/2026 D 5,999 ( 3 ) 01/05/2029 Common Stock 5,999 $ 0 0 D
Employee Stock Option (right to buy) $ 22.8 05/11/2026 D 5,999 ( 3 ) 09/05/2029 Common Stock 5,999 $ 0 0 D
Employee Stock Option (right to buy) $ 22.8 05/11/2026 D 8,999 ( 3 ) 01/11/2030 Common Stock 8,999 $ 0 0 D
Employee Stock Option (right to buy) $ 22.8 05/11/2026 D 21,999 ( 3 ) 01/07/2031 Common Stock 21,999 $ 0 0 D
Employee Stock Option (right to buy) $ 22.8 05/11/2026 D 13,999 ( 3 ) 01/04/2032 Common Stock 13,999 $ 0 0 D
Employee Stock Option (right to buy) $ 22.8 05/11/2026 D 19,499 ( 3 ) 01/07/2033 Common Stock 19,499 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Belsky Marc
C/O KEZAR LIFE SCIENCES, INC.
4000 SHORELINE COURT, SUITE 300
SOUTH SAN FRANCISCO, CA94080
Chief Financial Officer
Signatures
/s/ Marc Belsky 05/11/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the terms of an Agreement and Plan of Merger, dated as of March 30, 2026 (the "Merger Agreement"), by and among the Issuer, Aurinia Pharma U.S., Inc. ("Parent") and Parent's direct wholly owned subsidiary, Aurinia Merger Sub, Inc., ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. In exchange for each share, tendering stockholders received: (i) $6.955 per share in cash, without interest and less any applicable tax withholding (the "Cash Consideration"); plus (ii) one non-tradable contingent value right (each, a "CVR"), which represents the right to receive certain payments in cash in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement")
( 2 ) (continued from footnote 1) without interest and less any applicable tax withholding, upon the achievement of specified milestones in accordance with the terms and subject to the conditions of a CVR Agreement with Broadridge Corporate Issuer Solutions, LLC, as the rights agent. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer (the "Merger"), effective as of May 11, 2026, with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent (the "Effective Time").
( 3 )Pursuant to the terms of the Merger Agreement, each option to acquire shares of Issuer common stock (the "Company Stock Options") that had a per share exercise price equal to or greater than the Cash Amount (an "Out-of-the-Money Option"), was automatically cancelled and ceased to exist at the Effective Time, and no consideration was delivered in exchange for such Out-of-the-Money Option.
( 4 )Pursuant to the terms of the Merger Agreement, each Company Stock Option that had a per share exercise price less than the Cash Amount (an "In-the-Money Option") was automatically cancelled and converted at the Effective Time into the right to receive (A) an amount in cash, without interest, equal to the product obtained by multiplying (x) the excess of the Cash Amount over the exercise price per share underlying such Company Stock Option at the Effective Time by (y) the number of shares underlying such In-the-Money Option, subject to the terms and conditions specified in the Merger Agreement and (B) one CVR in respect of each share underlying such In-the-Money Option.

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