SEC Form 4 · accession 0001209191-15-034053
KalVista Pharmaceuticals, Inc. · KALV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 14, 2015
Accepted (ET)
Apr 14, 2015 · 5:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001348911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 14, 2015 | C | 727,590 | — | A | 727,590 | I | See Footnote |
| Common StockF1,F2 | Apr 14, 2015 | C | 1,981,124 | — | A | 2,708,714 | I | See Footnote |
| Common StockF3,F2 | Apr 14, 2015 | C | 424,346 | — | A | 3,133,060 | I | See Footnote |
| Common StockF4,F2 | Apr 14, 2015 | C | 332,990 | — | A | 3,466,050 | I | See Footnote |
| Common StockF2 | Apr 14, 2015 | P | 877,500 | $5.00 | A | 4,343,550 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2 | — | Apr 14, 2015 | C | 727,590 | D | — | — | Common Stock | 727,590 | 0 | I |
| Series B Convertible Preferred StockF1,F2 | — | Apr 14, 2015 | C | 1,981,124 | D | — | — | Common Stock | 1,981,124 | 0 | I |
| Convertible Promissory NoteF3,F2 | — | Apr 14, 2015 | C | 424,346 | D | — | — | Common Stock | 424,346 | 0 | I |
| Convertible Promissory NoteF4,F2 | — | Apr 14, 2015 | C | 332,990 | D | — | — | Common Stock | 332,990 | 0 | I |
Explanation of responses
- F1Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into Common Stock on a one for one basis without payment or further consideration, and has no expiration date.
- F2These securities are held by ACP IV, L.P ("ACP IV"). Daniel S. Janney and Guy P. Nohra are directors of ACMP IV, LLC, the general partner of ACP IV and disclaim beneficial ownership of these securities except to the extent of any pecuniary interest therein.
- F3The Convertible Promissory Note is convertible into the number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing the entire principal amount and 184 days of accrued interest on the Convertible Promissory Note by 80% of the initial public offering price of $5.00 per share of the Issuer's Common Stock, automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
- F4The Convertible Promissory Note is convertible into the number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing the entire principal amount and 41 days of accrued interest on the Convertible Promissory Note by 80% of the initial public offering price of $5.00 per share of the Issuer's Common Stock, automatically upon the closing of the Issuer's initial public offering, and has no expiration date.