Schiller Mark C. 4
4 · Kezar Life Sciences, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Kezar (KZR) COO Mark Schiller Disposes 117,484 Shares
What Happened
- Mark C. Schiller, Chief Operating Officer of Kezar Life Sciences (KZR), reported multiple dispositions on May 11, 2026 totaling 117,484 shares (sum of listed share amounts). The filings show one disposition in connection with a change of control for 2,739 shares and ten derivative dispositions (options/cancelations) reported as dispositions to the issuer, many with $0 proceeds.
- These transactions occurred as part of the merger and tender offer described in the filing: each common share tendered received $6.955 in cash (less withholding) plus one contingent value right (CVR). The filing’s derivative items reflect option cancellations under the Merger Agreement; some options were cancelled for no consideration while in‑the‑money options were converted into cash and CVRs per the agreement.
Key Details
- Transaction date: May 11, 2026 (Effective Time of the Merger).
- Reported amounts: total of 117,484 shares/options disposed (2,739 shares marked U; remaining 114,745 shown as derivative dispositions to issuer).
- Reported proceeds: common-share tender consideration per merger = $6.955 per share (plus one CVR); many derivative disposals in this Form 4 are reported with $0 proceeds (indicating cancellation without consideration per Merger Agreement terms).
- Shares owned after transaction: not disclosed in this filing.
- Notable footnotes: merger with Aurinia Pharma U.S., Inc.; tender offer then merger effective May 11, 2026; Out‑of‑the‑Money options were cancelled for no consideration (F3); In‑the‑Money options were converted to cash (cash amount less exercise price × shares) plus one CVR per share (F4).
- Timeliness: filing dated May 11, 2026 — same day as the merger effective date; no late filing indicated.
Context
- These are merger-related dispositions, not ordinary open-market sales. Derivative entries primarily reflect option cancellations or conversions required by the Merger Agreement; in-the-money options were entitled to cash/ CVRs under the deal while out‑of‑the‑money options were cancelled for no value. For retail investors, such transaction activity is procedural and driven by deal terms rather than a discretionary insider sale signal.
Insider Transaction Report
Form 4Exit
Schiller Mark C.
Chief Operating Officer
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-05-11−2,739→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−25,000→ 0 totalExercise: $9.30Exp: 2034-01-06→ Common Stock (25,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-05-11−24,500→ 0 totalExercise: $6.58Exp: 2035-01-08→ Common Stock (24,500 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F4]2026-05-11−12,000→ 0 totalExercise: $6.30Exp: 2034-07-10→ Common Stock (12,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−4,999→ 0 totalExercise: $22.80Exp: 2029-04-14→ Common Stock (4,999 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−2,499→ 0 totalExercise: $22.80Exp: 2029-09-05→ Common Stock (2,499 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−5,249→ 0 totalExercise: $22.80Exp: 2030-01-11→ Common Stock (5,249 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−11,000→ 0 totalExercise: $22.80Exp: 2031-01-07→ Common Stock (11,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−12,999→ 0 totalExercise: $22.80Exp: 2032-01-04→ Common Stock (12,999 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-05-11−16,499→ 0 totalExercise: $22.80Exp: 2033-01-07→ Common Stock (16,499 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.
Signature
/s/ Marc Belsky, Attorney-in-Fact|2026-05-11