Belsky Marc 4

What Happened

• Marc Belsky, Chief Financial Officer of Kezar Life Sciences (KZR), reported multiple dispositions on May 11, 2026 in connection with the company’s merger with Aurinia. The Form 4 shows two change‑of‑control dispositions of common stock (1,538 and 200 shares, reported as N/A) and ten derivative dispositions to the issuer totaling 160,286 shares, each reported as disposed for $0.00 (derivative).
• Total shares/options reported disposed: 162,024. Per the merger/tender offer terms, tendering stockholders received $6.955 per share in cash plus one non‑tradable contingent value right (CVR) per share; under the Merger Agreement out‑of‑the‑money options were cancelled with no consideration, while in‑the‑money options were converted into cash (Cash Amount minus exercise price × shares) plus CVRs. The Form 4 reports the derivative dispositions at $0, consistent with cancelled out‑of‑the‑money awards.

Key Details

• Transaction date and filing date: May 11, 2026 (merger Effective Time).
• Reported disposals: 1,538 and 200 common shares (change of control, price listed N/A); 10 derivative dispositions totaling 160,286 shares reported as disposed for $0.00.
• Total disposed: 162,024 shares/options.
• Consideration per merger terms: tendered common shares received $6.955 per share in cash plus a CVR; the Form 4 lists many derivative awards as cancelled for $0 (see footnotes).
• Shares owned after the transaction: not specified in the excerpt provided.
• Notable footnotes: merger/tender offer with Aurinia (Merger Agreement); CVRs issued; out‑of‑the‑money options cancelled with no consideration; in‑the‑money options converted to cash + CVRs.
• Timeliness: filing shows the report date equal to the transaction date (May 11, 2026), indicating a same‑day report in connection with the merger (no late filing indicated).

Context

• These entries reflect corporate merger/tender offer mechanics rather than a typical voluntary insider sale. Out‑of‑the‑money stock options are often cancelled in such transactions for no cash; in‑the‑money options may be cashed out and receive contingent rights.
• For retail investors: this type of merger‑related disposition is routine and driven by transaction terms, not necessarily a direct signal of the insider’s view on the company’s future performance.