KZR Kezar Life Sciences Inc

Under the Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)              Based on 38,107,030 shares of Common Stock outstanding following the Issuer’s January/February 2020 follow-on public offering, as reported in the Issuer’s prospectus supplement dated January 31, 2020 and filed with the Securities and Exchange Commission (the “SEC”) on February 3, 2020.

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(1)              Based on 38,107,030 shares of Common Stock outstanding following the Issuer’s January/February 2020 follow-on public offering, as reported in the Issuer’s prospectus supplement dated January 31, 2020 and filed with the SEC on February 3, 2020.

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(1)              Based on 38,107,030 shares of Common Stock outstanding following the Issuer’s January/February 2020 follow-on public offering, as reported in the Issuer’s prospectus supplement dated January 31, 2020 and filed with the SEC on February 3, 2020.

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(1)              Based on 38,107,030 shares of Common Stock outstanding following the Issuer’s January/February 2020 follow-on public offering, as reported in the Issuer’s prospectus supplement dated January 31, 2020 and filed with the SEC on February 3, 2020.

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(1)              Based on 38,107,030 shares of Common Stock outstanding following the Issuer’s January/February 2020 follow-on public offering, as reported in the Issuer’s prospectus supplement dated January 31, 2020 and filed with the SEC on February 3, 2020.

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(1)              Based on 38,107,030 shares of Common Stock outstanding following the Issuer’s January/February 2020 follow-on public offering, as reported in the Issuer’s prospectus supplement dated January 31, 2020 and filed with the SEC on February 3, 2020.

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(1)              Based on 38,107,030 shares of Common Stock outstanding following the Issuer’s January/February 2020 follow-on public offering, as reported in the Issuer’s prospectus supplement dated January 31, 2020 and filed with the SEC on February 3, 2020.

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Item 1. Security and Issuer.

This statement on Schedule 13D relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the common stock, par value $0.001 per share (the “Common Stock”), of Kezar Life Sciences, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 4000 Shoreline Court, Suite 300, South San Francisco, California 94080. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Raymond Long Sing Tang are the directors of MVIL and share voting and dispositive power with respect to the securities held by MVIL. Ms. Richard, Ms. Franklin, Mr. Edwards and Mr. Tang each disclaim beneficial ownership of the securities owned directly by MVIL, except to the extent of their pecuniary interest therein. MVIL disclaims beneficial ownership of the securities owned directly by ETIL. MVIL is ultimately wholly beneficially owned by a trust over which Adriel Wenbwo Chan and Ng Sui Yi have power to remove the trustee.

Tracy Gia Yun Tsoi is the sole director of ETIL and has sole voting and dispositive power with respect to the securities held by ETIL. Ms. Tsoi disclaims beneficial ownership of the securities owned directly by ETIL, except to the extent of her pecuniary interest therein. ETIL disclaims beneficial ownership of the securities owned directly by MVIL. ETIL is ultimately wholly beneficially owned by a trust over which Peter Stuart Allenby Edwards has sole authority to remove the trustee.

c/o THC Management Services S.A.M.,

2nd Floor, Le Prince De Galles

3-5 Avenue Des Citronniers

MC 98000, Monaco

With copies to:

Morningside Technology Advisory, LLC

Attn: Stephanie O’Brien, Esq.

1188 Centre Street

9

Newton Centre, MA 02459

Springfield Financial Advisory Limited

Attn: Alice Li/Makim Ma

22nd Floor Hang Lung Centre

2-20 Paterson Street

Causeway Bay, Hong Kong

c/o THC Management Services S.A.M.,

2nd Floor, Le Prince De Galles

3-5 Avenue Des Citronniers

MC 98000, Monaco

With copies to:

Morningside Technology Advisory, LLC

Attn: Stephanie O’Brien, Esq.

1188 Centre Street

Newton Centre, MA 02459

Springfield Financial Advisory Limited

Attn: Alice Li/Makim Ma

22nd Floor Hang Lung Centre

2-20 Paterson Street

Causeway Bay, Hong Kong

Item 3. Source and Amount of Funds or Other Consideration.

In June 2015, MVIL acquired an aggregate of 1,051,630 shares of Series A redeemable convertible preferred stock of the Issuer (the “Series A Preferred Shares”) for an aggregate purchase price of $1,999,999. All such shares were acquired with working capital.

In June and July 2017, MVIL acquired an aggregate of 1,007,422 shares of Series B redeemable convertible preferred stock of the Issuer (the “Series B Preferred Shares”) for an aggregate purchase price of $7,999,999. All such shares were acquired with working capital.

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On June 25, 2018, upon the closing of the Issuer’s initial public offering, MVIL’s Series A Preferred Shares and Series B Preferred Shares were converted into shares of Common Stock on a 1-for-1 basis.

On February 4, 2020, in connection with a follow-on public offering by the Issuer, MVIL acquired 3,800,000 shares of Common Stock for an aggregate purchase price of $9,880,000.  Such shares were acquired with working capital.

On February 4, 2020, in connection with a follow-on public offering by the Issuer, ETIL acquired 4,800,000 shares of Common Stock for an aggregate purchase price of $12,480,000.  Such shares were acquired with working capital.

Item 4. Purpose of Transaction.

The securities reported herein were acquired solely for investment purposes with the aim of increasing the value of the investment and the Issuer.

Other than as described above, the Reporting Persons do not have any plans or proposals which would result in any of the following:

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Common Stock reported beneficially owned by each person named herein is determined in accordance with SEC rules and is based upon 38,107,030 of the Issuer’s Common Stock outstanding following the Issuer’s January/February 2020 follow-on public offering, which closed on February 4, 2020. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

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Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

MVIL and ETIL may act together with respect to the voting and disposition of the securities held by such entities.

Lock-up Agreement

MVIL has agreed not to sell or transfer any Common Stock or securities convertible into, exchangeable for or exercisable for Common Stock for 90 days after January 31, 2020 without first obtaining the written consent of Cowen and Company, LLC, Wells Fargo Securities, LLC and William Blair & Company, L.L.C. Specifically, MVIL has agreed, with certain limited exceptions, not to directly or indirectly offer, pledge, sell or contract to sell any Common Stock, sell any option or contract to purchase any Common Stock, purchase any option or contract to sell any Common Stock, grant any option, right or warrant for the sale of any Common Stock, lend or otherwise dispose of or transfer any Common Stock, request or demand that the Issuer file a registration statement related to the Common Stock, or enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any Common Stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. This lock-up provision applies to Common Stock and to securities convertible into or exchangeable or exercisable for Common Stock. It also applies to Common Stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as Exhibits to this statement:

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.

Dated: February 14, 2020

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