0001144204-18-035610.txt : 20180625 0001144204-18-035610.hdr.sgml : 20180625 20180625145453 ACCESSION NUMBER: 0001144204-18-035610 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180620 FILED AS OF DATE: 20180625 DATE AS OF CHANGE: 20180625 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAPPAS ARTHUR M CENTRAL INDEX KEY: 0001189543 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38542 FILM NUMBER: 18916799 MAIL ADDRESS: STREET 1: 8995 WESTSIDE PARKWAY CITY: ALPHARETTA STATE: 2Q ZIP: 30004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: A.M. Pappas Life Science Ventures V, LP CENTRAL INDEX KEY: 0001744566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38542 FILM NUMBER: 18916800 BUSINESS ADDRESS: STREET 1: P.O. BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 BUSINESS PHONE: 919-998-3300 MAIL ADDRESS: STREET 1: P.O. BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAPPAS CAPITAL, LLC CENTRAL INDEX KEY: 0001320654 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38542 FILM NUMBER: 18916801 BUSINESS ADDRESS: STREET 1: POST OFFICE BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 BUSINESS PHONE: (919) 998-3300 MAIL ADDRESS: STREET 1: POST OFFICE BOX 110287 CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 FORMER NAME: FORMER CONFORMED NAME: A.M. Pappas & Associates, LLC DATE OF NAME CHANGE: 20050315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PV V CEO Fund, LP CENTRAL INDEX KEY: 0001697808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38542 FILM NUMBER: 18916802 BUSINESS ADDRESS: STREET 1: 2520 MERIDIAN PARKWAY, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27713 BUSINESS PHONE: (919) 998-3300 MAIL ADDRESS: STREET 1: 2520 MERIDIAN PARKWAY, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMP&A Management V, LLC CENTRAL INDEX KEY: 0001697810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38542 FILM NUMBER: 18916803 BUSINESS ADDRESS: STREET 1: 2520 MERIDIAN PARKWAY, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27713 BUSINESS PHONE: (919) 998-3300 MAIL ADDRESS: STREET 1: 2520 MERIDIAN PARKWAY, SUITE 400 CITY: DURHAM STATE: NC ZIP: 27713 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kezar Life Sciences, Inc. CENTRAL INDEX KEY: 0001645666 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 473366145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4000 SHORELINE COURT, SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-822-5600 MAIL ADDRESS: STREET 1: 4000 SHORELINE COURT, SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 3 1 tv497065_3.xml OWNERSHIP DOCUMENT X0206 3 2018-06-20 0 0001645666 Kezar Life Sciences, Inc. KZR 0001189543 PAPPAS ARTHUR M P.O. BOX 110287 RESEARCH TRIANGLE PARK NC 27709 0 0 1 0 0001744566 A.M. Pappas Life Science Ventures V, LP P.O. BOX 110287 RESEARCH TRIANGLE PARK NC 27709 0 0 1 0 0001320654 PAPPAS CAPITAL, LLC P.O. BOX 110287 RESEARCH TRIANGLE PARK NC 27709 0 0 1 0 0001697808 PV V CEO Fund, LP P.O. BOX 110287 RESEARCH TRIANGLE PARK NC 27709 0 0 1 0 0001697810 AMP&A Management V, LLC P.O. BOX 110287 RESEARCH TRIANGLE PARK NC 27709 0 0 1 0 Series B Preferred Stock, par value $0.001 per share 2017-06-26 Common Stock, par value $0.001 per share 290924 I See footnotes Series B Preferred Stock, par value $0.001 per share 2017-06-26 Common Stock, par value $0.001 per share 23894 I See footnotes The Series B Preferred Stock, par value $0.001 per share (the "Series B Stock") is convertible into Common Stock, $0.001 par value per share (the "Common Stock") of Kezar Life Sciences, Inc. (the "Company") on a one-for-one basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects a 1-for-5.62 reverse stock split that was effected by the Company on June 8, 2018. These shares are held of record by A.M. Pappas Life Science Ventures V, LP ("Pappas Ventures"). These shares are held of record by PV V CEO Fund, LP ("CEO Fund" and, together with Pappas Ventures, the "Pappas Funds"). AMP&A Management V, LLC ("Management V") is the general partner of each of the Pappas Funds and has a management agreement with Pappas Capital, LLC ("Pappas Capital") whereby Pappas Capital's investment committee has sole power to vote or to direct the vote of, and sole power to dispose or to direct the disposition of, all shares owned by the Pappas Funds. Mr. Arthur Pappas is the sole managing member of Pappas Capital. By virtue of their respective relationships with the Pappas Funds, each of Management V, Pappas Capital and Mr. Pappas may be deemed to indirectly beneficially own the shares of which Pappas Ventures and CEO Fund are the record owners. (continue in footnote 5) Each of Management V, Pappas Capital and Mr. Pappas disclaims beneficial ownership of the shares reported herein, except to the extent of its or his respective pecuniary interests therein. This report shall not be deemed an admission that such reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Exhibit 24 - Power of Attorney /s/ Amanda Keister, attorney-in-fact for Arthur M. Pappas 2018-06-20 /s/ Amanda Keister, attorney-in-fact for A.M. Pappas Life Science Ventures V, LP 2018-06-20 /s/ Amanda Keister, attorney-in-fact for PV V CEO Fund, LP 2018-06-20 /s/ Amanda Keister, attorney-in-fact for AMP&A Management V, LLC 2018-06-20 /s/ Amanda Keister, attorney-in-fact for Pappas Capital, LLC 2018-06-20 EX-24.1 2 tv497065_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

 

 

LIMITED POWER OF ATTORNEY

 

Know all by these presents, that each of the undersigned hereby makes, constitutes and appoints Ford Worthy, Amy M. Batten, Amanda L. Keister and James R. Jolley, and each of them singly, as such undersigned’s true and lawful attorneys-in-fact with full power and authority as hereinafter described to:

 

1.execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of securities of Kezar Life Sciences, Inc. (the “Company”), (i) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, (ii) Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and (iii) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and the rules thereunder;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 (including amendments thereto), Form 144, or Schedule 13D or 13G (including amendments thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including, but not limited to, executing a Form ID for and on behalf of the undersigned and filing such Form ID with the SEC; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all the acts such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Exchange Act or Rule 144 under the Securities Act.

 

The undersigned hereby revokes any and all prior powers of attorney executed for this purpose. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 (including amendments thereto), Form 144, and Schedules 13D and 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact. In addition, at such time as any attorney-in-fact (i) ceases to serve as an employee or counsel of the Company or any subsidiary of the Company or (ii) resigns as attorney-in-fact by the execution of a written resignation delivered to the undersigned or the Company, without any action on the part of the undersigned, this Limited Power of Attorney shall be partially revoked solely with respect to such individual; such individual shall cease to be an attorney-in-fact under this Limited Power of Attorney; and the authority of the other attorneys-in-fact then existing hereunder shall remain in full force and effect.

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 20th day of June, 2018.

 

 

    A.M. Pappas Life Science Ventures V, LP
       
    By: AMP&A Management III, LLC
      General Partner
       
    /s/ Ford S. Worthy
    By: Ford S. Worthy
    Title:    Partner & Chief Financial Officer  
       
       
    PV V CEO Fund, LP
       
    By: AMP&A Management III, LLC
      General Partner
       
    /s/ Ford S. Worthy
    By:  Ford S. Worthy
    Title: Partner & Chief Financial Officer  
       
       
    Chiesi Ventures, LP
       
    By:  Chiesi Ventures, Inc.
      General Partner
       
    /s/ Giacomo Chiesi
    By: Giacomo Chiesi
    Title: Managing Partner
       
       
    Giacomo Chiesi
       
    /s/ Giacomo Chiesi
       
       
    AMP&A Management V, LLC
       
       
    /s/ Ford S. Worthy
      By:      Ford S. Worthy
      Title:   Partner & Chief Financial Officer  

 

 

 

 

       
    Pappas Capital, LLC
       
    /s/ Ford S. Worthy
      By:     Ford S. Worthy
      Title:  Partner
       
       
    Arthur M. Pappas
       
    /s/ Arthur M. Pappas
       
       
    Chiesi Ventures, Inc.
     
    By:      Pappas Capital, LLC
      Authorized Signatory
       
       
    /s/ Ford S. Worthy
    By: Ford S. Worthy
    Title: Partner