SEC Form 4 · accession 0001815308-26-000006
KalVista Pharmaceuticals, Inc. · KALV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Piekos
Officer — Chief Financial Officer
Period of report
Jun 11, 2026
Accepted (ET)
Jun 11, 2026 · 4:25 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001348911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 11, 2026 | D | 21,661 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3,F2 | $11.87 | Jun 11, 2026 | D | 100,000 | D | — | Sep 8, 2034 | Common Stock | 100,000 | 0 | D |
| Restricted Stock UnitF6,F4,F5 | — | Jun 11, 2026 | D | 55,000 | D | — | — | Common Stock | 55,000 | 0 | D |
| Restricted Stock UnitF6,F4,F7 | — | Jun 11, 2026 | D | 93,750 | D | — | — | Common Stock | 93,750 | 0 | D |
Explanation of responses
- F1The securities were disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2026 (the "Merger Agreement"), by and among KalVista Pharmaceuticals, Inc., a Delaware corporation (the "Issuer" or the "Company"), Chiesi Farmaceutici S.p.A., an Italian societa per azioni ("Parent"), and Skyline Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 per share (the "Company Common Stock"), for a price per share of $27.00 (the "Merger Consideration"), without interest, less any applicable tax withholding. Effective as of June 11, 2026, Merger Sub merged with and into the Company with the Company surviving the Merger as a wholly owned subsidiary of the Parent (the "Merger").
- F2The option vests over a 4 year period: 25% on September 9, 2025, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
- F3Pursuant to the terms of the Merger Agreement, each option to purchase shares of Company Common Stock ("Company Option") that was outstanding and unexercised immediately prior to the effective time of the Merger (the "Effective Time") and had a per share exercise price that was less than the Merger Consideration became fully vested, was cancelled and converted into the right of the holder thereof to receive a cash payment (without interest) equal to the product of (A) the excess of (x) the Merger Consideration over (y) the per share exercise price of such Company Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time. Each Company Option that was outstanding and unexercised immediately prior to the Effective Time and had a per share exercise price that is equal to or greater than the Merger Consideration was automatically cancelled for no consideration payable in respect thereof.
- F4Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- F53/16th of the total number of shares underlying the RSUs shall vest on November 21, 2025 and 1/16 shall vest on each quarterly anniversary of the Vesting Commencement Date thereafter, for so long as grantee's Service (as defined in the Plan) does not terminate
- F6Pursuant to the terms of the Merger Agreement, each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award"), that was outstanding immediately prior to the Effective Time, became fully vested, and was cancelled and converted into the right of the holder thereof to receive a cash payment (without interest) equal to the product of (A) the Merger Consideration multiplied by (B) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time.
- F71/16th of the total number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on April 16, 2026, subject to continued service through each vesting date.