UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Kezar Life Sciences, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
49372L100
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rulepursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*The remainder of this cover page shall be filled out for a reportingperson's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing informationwhich would alter the
disclosures provided in a prior cover page.
The information required in the remainder ofthis 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,
seethe Notes).
CUSIP No. 49372L100
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Suvretta Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
7,167,591
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
7,167,591
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,167,591
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
CUSIP No. 49372L100
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Averill Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
6,752,287
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
6,752,287
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,752,287
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 49372L100
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aaron Cowen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
7,167,591
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
7,167,591
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,167,591
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
CUSIP No. 49372L100
Item 1. (a). Name of Issuer:
Kezar Life Sciences, Inc.
(b). Address of Issuer's Principal Executive Offices:
4000 Shoreline Court, Suite 300
South San Francisco, CA, 94080
Item 2.
(a) - (c) Name, Principal Business Address, and Citizenship of Persons Filing
:
Suvretta Capital Management, LLC - Delaware
Averill Master Fund, Ltd. - Cayman Islands
Aaron Cowen - U.S.A.
Suvretta Capital Management, LLC
:
540 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Averill Master Fund, Ltd.:
c/o Maples Corporate Services Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Aaron Cowen
:
c/o Suvretta Capital Management, LLC
540 Madison Avenue, 7th Floor
New York, New York 10022
(d). Title of Class of Securities:
Common Stock, $0.001 par value (the "Common Stock")
(e). CUSIP Number:
49372L100
Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
(a) [_] Broker or dealer registered under Section
15 of the Exchange Act (15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6)
of the Exchange Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in Section
3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser
in accordance with
(s)
240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or
endowment fund in accordance with
(s)
240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with
s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Suvretta Capital Management, LLC - 7,167,591
Averill Master Fund, Ltd. - 6,752,287
Aaron Cowen - 7,167,591
(b) Percent of class:
Suvretta Capital Management, LLC - 9.9%
Averill Master Fund, Ltd. - 9.3%
Aaron Cowen - 9.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Suvretta Capital Management, LLC - 0
Averill Master Fund, Ltd. - 0
Aaron Cowen - 0
(ii) Shared power to vote or to direct the vote
Suvretta Capital Management, LLC - 7,167,591
Averill Master Fund, Ltd. - 6,752,287
Aaron Cowen - 7,167,591
(iii) Sole power to dispose or to direct the disposition of
Suvretta Capital Management, LLC - 0
Averill Master Fund, Ltd. - 0
Aaron Cowen - 0
(iv) Shared power to dispose or to direct the disposition of
Suvretta Capital Management, LLC - 7,167,591
Averill Master Fund, Ltd. - 6,752,287
Aaron Cowen - 7,167,591
Item 5. Ownership of Five Percent or Less of a Class.
If this statementis being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more thanfive percent of the class of securities, check the following [_].
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary.
See Exhibit B attached hereto.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
(s)
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to (s)240.13d-1(c) or (s)240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
N/A
Item 10. Certification.
(b) The following certification
shall be included
if the statement is filed pursuant to
(s)
240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under (s) 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best ofmy knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 13, 2024
(Date)
Suvretta Capital Management, LLC*
By: /s/ Aaron Cowen
(Signature)
Authorized Signatory
(Name/Title)
Averill Master Fund, Ltd.*
By: /s/ Aaron Cowen
(Signature)
Director
(Name/Title)
Aaron Cowen*
/s/ Aaron Cowen
(Signature)
*Each Reporting Person disclaims beneficial ownershipover the securities
reported herein except to the extent of its pecuniary interest therein.
The original statement shall be signed by eachperson on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by hisauthorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authorityto sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
whichis already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statementshall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed originaland five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constituteFederal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Amendment 2to Schedule 13G dated February 13,
2024 relating to the Common Stock, $0.001 par value of Kezar Life Sciences,
Inc. shall be filed onbehalf of the undersigned.
February 13, 2024
(Date)
Suvretta Capital Management, LLC
By: /s/ Aaron Cowen
(Signature)
Authorized Signatory
(Name/Title)
Averill Master Fund, Ltd.
By: /s/ Aaron Cowen
(Signature)
Director
(Name/Title)
Aaron Cowen
/s/ Aaron Cowen
(Signature)
Exhibit B
Aaron Cowen has beneficial ownership by virtue ofhis role as a control person
of Suvretta Capital Management, LLC.