COOPER GRAHAM K 4

What Happened

• Director Graham K. Cooper reported multiple "dispositions to the issuer" of derivative securities (options) on May 11, 2026. The filing lists ten derivative dispositions totaling 27,709 option shares, each recorded at $0.00 per share (total $0).
• These dispositions occurred at the Effective Time of Kezar’s merger (May 11, 2026). Per the Merger Agreement, out‑of‑the‑money options were cancelled with no consideration; in‑the‑money options were converted into a cash payment (excess of merger cash amount over exercise price × shares) plus one Contingent Value Right (CVR) per underlying share.

Key Details

• Transaction date: 2026-05-11 (Effective Time of the Merger). Report filed: 2026-05-11 (timely).
• Reported transactions: 10 derivative dispositions totaling 27,709 option shares, $0.00 per share, $0 total recorded.
• Transaction code: D (Disposition to issuer) for derivative securities (options).
• Shares owned after transaction: not specified in the provided summary (check the full Form 4 for post‑transaction holdings).
• Important footnotes from the filing:
  • F1: Out‑of‑the‑money options (exercise price ≥ $6.955) were automatically cancelled with no consideration.
  • F2: In‑the‑money options (exercise price < $6.955) were converted into a cash payment per option plus one CVR per underlying share, per the Merger Agreement.
• This action was a merger‑driven corporate treatment of options, not an open‑market sale by the insider.

Context

• For retail investors: these entries reflect how the merger changed outstanding options—some options can be cancelled for no value if they are out‑of‑the‑money, while others may be cashed out and paired with CVRs. This filing documents that corporate transaction rather than a discretionary sale or purchase by the director.