Kauffman Michael 4
4 · Kezar Life Sciences, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Kezar (KZR) Director Michael Kauffman Sells 27,236 Shares (Merger)
What Happened
Michael Kauffman, a director of Kezar Life Sciences (KZR), recorded dispositions totaling 27,236 shares/derivative interests on May 11, 2026. These transactions were effected in connection with the merger with Aurinia (effective May 11, 2026) and related tender offer. The filing shows a mix of a change‑of‑control disposition (6,369 shares) and multiple dispositions to the issuer (derivative cancellations) reported at $0 per share. Under the merger/tender terms, common shares tendered received $6.955 per share in cash (plus one non‑tradable contingent value right, or CVR); certain stock options were automatically cancelled or converted into cash and CVRs per the merger agreement.
Key Details
- Transaction date: May 11, 2026 (filing accession 0001364719-26-000002; filed same day).
- Total reported disposed: 27,236 shares/derivative interests (breakdown in filing: 6,369 (change‑of‑control, U) and multiple D-coded dispositions totaling 20,867).
- Reported prices on the Form 4: several entries show $0.00 (derivative cancellations) or N/A for the change‑of‑control line.
- Merger consideration (per footnotes): $6.955 cash per common share tendered (less applicable withholding) plus one CVR per share; in‑the‑money options were converted to a cash amount equal to (Cash Amount − exercise price) × underlying shares plus one CVR; out‑of‑the‑money options were cancelled with no consideration.
- Shares owned after transaction: not specified in this Form 4.
- Timeliness: filing appears timely (reported and filed with period ending same day).
Context
These dispositions were driven by corporate action (the Aurinia tender offer and merger) rather than an open‑market sale. Several entries are derivative/option cancellations or conversions under the merger agreement; CVRs issued are non‑tradable contingent rights that may pay future cash if specified milestones are met. This is routine reporting of merger-related adjustments and not necessarily an indicator of personal trading intent.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2]2026-05-11−6,369→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-11−389→ 0 totalExercise: $59.10Exp: 2028-04-15→ Common Stock (389 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-11−3,500→ 0 totalExercise: $26.40Exp: 2033-06-14→ Common Stock (3,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-05-11−5,000→ 0 totalExercise: $6.70Exp: 2034-06-19→ Common Stock (5,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4]2026-05-11−5,000→ 0 totalExercise: $4.46Exp: 2035-06-17→ Common Stock (5,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-11−889→ 0 totalExercise: $22.80Exp: 2029-06-24→ Common Stock (889 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-11−889→ 0 totalExercise: $22.80Exp: 2030-06-23→ Common Stock (889 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-11−2,600→ 0 totalExercise: $22.80Exp: 2031-06-27→ Common Stock (2,600 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-05-11−2,600→ 0 totalExercise: $22.80Exp: 2032-06-15→ Common Stock (2,600 underlying)
Footnotes (4)
- [F1]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")
- [F2](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").
- [F3]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.
- [F4]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.