0001140361-18-030192.txt : 20180627 0001140361-18-030192.hdr.sgml : 20180627 20180627182002 ACCESSION NUMBER: 0001140361-18-030192 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180625 FILED AS OF DATE: 20180627 DATE AS OF CHANGE: 20180627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Asset Management, LP CENTRAL INDEX KEY: 0001583977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38542 FILM NUMBER: 18922764 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 857-702-0388 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Cormorant Asset Management, LLC DATE OF NAME CHANGE: 20130807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chen Bihua CENTRAL INDEX KEY: 0001599214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38542 FILM NUMBER: 18922765 MAIL ADDRESS: STREET 1: C/O CORMORANT ASSET MANAGEMENT, LP STREET 2: 200 CLARENDON STREET, 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Global Healthcare GP, LLC CENTRAL INDEX KEY: 0001618451 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38542 FILM NUMBER: 18922766 BUSINESS ADDRESS: STREET 1: 100 HIGH STREET STREET 2: SUITE 1105 CITY: BOSTON STATE: DC ZIP: 02110 BUSINESS PHONE: 617-848-3429 MAIL ADDRESS: STREET 1: 100 HIGH STREET STREET 2: SUITE 1105 CITY: BOSTON STATE: DC ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cormorant Global Healthcare Master Fund, LP CENTRAL INDEX KEY: 0001618442 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38542 FILM NUMBER: 18922767 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-848-3429 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 52ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 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 4 1 doc1.xml FORM 4 X0306 4 2018-06-25 1 0001645666 Kezar Life Sciences, Inc. KZR 0001583977 Cormorant Asset Management, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001599214 Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LLC 100 HIGH STREET, SUITE 1103 BOSTON MA 02110 1 0 1 0 0001618451 Cormorant Global Healthcare GP, LLC 100 HIGH STREET 1 FEDERAL STREET BOSTON MA 02110 0 0 1 0 0001618442 Cormorant Global Healthcare Master Fund, LP 100 HIGH STREET SUITE 1105 BOSTON DC 02110 0 0 1 0 Common Stock 2018-06-25 4 C 0 315488 A 315488 I See Footnote Common Stock 2018-06-25 4 C 0 1007421 A 1322909 I See Footnotes Common Stock 2018-06-25 4 P 0 250000 15 A 1572909 I See Footnotes Series A Redeemable Convertible Preferred Stock 2018-06-25 4 C 0 315488 D Common Stock 315488 0 D Series B Redeemable Convertible Preferred Stock 2018-06-25 4 C 0 1007421 D Common Stock 1007421 0 D 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. 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. 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. 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. 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. 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. /s/ CORMORANT GLOBAL HEALTHCARE GP, LLC By: Bihua 2018-06-27 /s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC its General Partner, By: Bihua Chen, Managing Member 2018-06-27 /s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member 2018-06-27 /s/ Bihua Chen 2018-06-27