Wallace Courtney 4
4 · Kezar Life Sciences, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Kezar (KZR) Director Wallace Courtney — Options Cancelled in Merger
What Happened Wallace Courtney, a director of Kezar Life Sciences (KZR), had five derivative dispositions reported on 2026-05-11 that together total 21,300 option-based rights (3,500; 5,000; 5,000; 5,200; 2,600). Each disposition is reported with $0 proceeds. These were not open-market sales but cancellations/conversions of company stock options tied to the March 30, 2026 Merger Agreement that became effective May 11, 2026.
Key Details
- Transaction date: 2026-05-11; Report filed: 2026-05-11 (timely).
- Reported transactions: Disposition to the issuer (derivative) — 21,300 total units; price per share reported = $0; total reported proceeds = $0.
- Shares owned after transaction: Not specified in the Form 4 for these entries.
- Footnotes: F1 states Out‑of‑the‑Money options (exercise price ≥ $6.955) were automatically cancelled with no consideration. F2 states In‑the‑Money options were to be converted into a cash payment (difference × shares) and one CVR per underlying share. The listed entries show $0 proceeds, consistent with cancellation of out‑of‑the‑money options.
- Filing timeliness: Filed the same day as the Effective Time (not a late filing).
Context These entries are merger-related adjustments to option holdings, not routine insider sell/buy activity. Cancellation of options for $0 typically means those options were out‑of‑the‑money at closing; holders of in‑the‑money options would have received cash and contingent value rights (CVRs) under the Merger Agreement. Cancellation or conversion of derivative awards during M&A is administrative and does not, by itself, indicate the insider’s personal view on the company’s equity.
Insider Transaction Report
- Disposition to Issuer
Stock Option (right to buy)
[F1]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)
[F2]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)
[F2]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)
[F1]2026-05-11−5,200→ 0 totalExercise: $22.80Exp: 2031-12-08→ Common Stock (5,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1]2026-05-11−2,600→ 0 totalExercise: $22.80Exp: 2032-06-15→ Common Stock (2,600 underlying)
Footnotes (2)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 30, 2026 (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 $6.955 per share ("Cash Amount") (an "Out-of-the-Money Option"), was automatically cancelled and ceased to exist 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") , and no consideration was delivered in exchange for such Out-of-the-Money Option.
- [F2]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.