Kauffman Michael 4

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.