Kezar Life Sciences (NASDAQ: KZR) COO disposes shares, options in Aurinia merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kezar Life Sciences, Inc. Chief Operating Officer Mark C. Schiller reported dispositions of his equity in connection with the company’s merger with Aurinia Pharma U.S., Inc. and Aurinia Merger Sub, Inc. On the merger’s effective date, he tendered 2,739 shares of Common Stock into the completed tender offer.
Each tendered share received $6.955 in cash per share plus one non-tradable contingent value right (CVR), providing potential future cash payments if specified milestones are achieved under a CVR Agreement. At the same effective time, all of his employee stock options were automatically cancelled or converted pursuant to the Merger Agreement’s terms, and the filing shows no remaining common shares or stock options held directly after these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Schiller Mark C.
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 25,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 24,500 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 12,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 4,999 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 2,499 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 5,249 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 11,000 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 12,999 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 16,499 | $0.00 | -- |
| U | Common Stock | 2,739 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- 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") (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"). 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. 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.
Key Figures
Tendered common shares: 2,739 shares
Tender offer cash per share: $6.955 per share
Disposed employee stock options (22.8000 strike, 2033 expiry): 16,499 options
+4 more
7 metrics
Tendered common shares
2,739 shares
Common Stock disposed pursuant to tender offer at merger effective time
Tender offer cash per share
$6.955 per share
Cash consideration for each tendered Kezar Life Sciences common share
Disposed employee stock options (22.8000 strike, 2033 expiry)
16,499 options
Employee Stock Option positions with $22.8000 exercise price, expiration 2033-01-07
Disposed employee stock options (22.8000 strike, 2032 expiry)
12,999 options
Employee Stock Option positions with $22.8000 exercise price, expiration 2032-01-04
Disposed employee stock options (6.3000 strike)
12,000 options
Employee Stock Option positions with $6.3000 exercise price, expiration 2034-07-10
Disposed employee stock options (6.5800 strike)
24,500 options
Employee Stock Option positions with $6.5800 exercise price, expiration 2035-01-08
Disposed employee stock options (9.3000 strike)
25,000 options
Employee Stock Option positions with $9.3000 exercise price, expiration 2034-01-06
Key Terms
tender offer, contingent value right, Agreement and Plan of Merger, Out-of-the-Money Option, +2 more
6 terms
tender offer financial
"Purchaser completed a tender offer for shares of the Issuer's Common Stock."
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
contingent value right financial
"one non-tradable contingent value right (each, a "CVR"), which represents the right to receive certain payments in cash"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
Agreement and Plan of Merger financial
"In connection with the terms of an Agreement and Plan of Merger, dated as of March 30, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Out-of-the-Money Option financial
"each option ... that had a per share exercise price equal to or greater than the Cash Amount (an "Out-of-the-Money Option"), was automatically cancelled"
An out-of-the-money option is a contract to buy or sell a stock that would not be profitable if exercised right now because the agreed price is on the wrong side of the current market price (for a call, the strike is higher than the market; for a put, the strike is lower). Investors care because these options cost less and act like inexpensive bets: they can offer big percentage gains if the stock moves enough, but are more likely to expire worthless, making them useful for speculative bets or low-cost hedges — like buying a lottery-style coupon that only pays off if the price crosses a specific line.
In-the-Money Option financial
"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"
Effective Time financial
"Purchaser merged with and into the Issuer (the "Merger"), effective as of May 11, 2026, with the Issuer continuing as the surviving entity"
FAQ
What did KZR COO Mark C. Schiller report in this Form 4 filing?
He reported dispositions of Kezar Life Sciences equity tied to a merger. On the effective date, he tendered 2,739 common shares into a completed tender offer and all his employee stock options were cancelled or converted under the merger terms, leaving no direct holdings.
What consideration did KZR stockholders receive in the tender offer?
Tendering stockholders received $6.955 in cash per Kezar Life Sciences share plus one non-tradable contingent value right. The CVR entitles holders to potential future cash payments if specified milestones are met under a CVR Agreement with Broadridge Corporate Issuer Solutions, LLC.
How were Kezar Life Sciences employee stock options treated in the merger?
Company stock options were cancelled or converted based on their exercise price relative to a defined Cash Amount. Out-of-the-Money Options were cancelled with no consideration, while In-the-Money Options became rights to cash plus a CVR for each underlying share, under the Merger Agreement.
What happened to Mark C. Schiller’s Kezar stock options in this Form 4?
All of his employee stock options were disposed of to the issuer at the merger’s effective time. The filing shows multiple option positions with varying exercise prices and expiration dates, each cancelled or converted under the Merger Agreement, resulting in zero derivative holdings after these transactions.
Did Mark C. Schiller retain any KZR common stock after these transactions?
The Form 4 reports zero Kezar Life Sciences common shares directly owned after the tender offer disposition. He tendered 2,739 common shares into the offer, received cash and a CVR per share, and no direct common stock ownership remains reported following the merger’s effective time.