Pereira Brian JG 4
4 · KalVista Pharmaceuticals, Inc. · Filed Jun 11, 2026
Research Summary
AI-generated summary of this filing
KalVista (KALV) Director Brian Pereira Disposes 91,000 Options in Merger
What Happened
- Brian JG Pereira, a director of KalVista Pharmaceuticals (KALV), had a total of 91,000 derivative securities (options) disposed of to the issuer on June 11, 2026 as part of the company’s merger. The Merger Agreement provided a $27.00 per-share cash consideration and, under its terms, in-the-money options were cancelled and converted into a cash payment equal to (Merger Consideration − option exercise price) × number of option shares. The filing does not list per-option exercise prices or the exact cash payout, so the precise cash received by Pereira is not disclosed in the Form 4.
Key Details
- Transaction date: June 11, 2026 (effective date of the merger).
- Transaction type/code: Disposition to issuer (derivative instrument) — options cancelled/converted to cash under the Merger Agreement.
- Total options affected: 91,000 (sum of listed dispositions: 14k, 7k, 10k, 10k, 10k, 10k, 30k).
- Merger consideration: $27.00 per share (cash tender offer and merger consideration).
- Shares owned after transaction: not disclosed in the filing.
- Notable footnotes:
- F1: Transactions occurred pursuant to the Agreement and Plan of Merger (Merger effective June 11, 2026).
- F2: At least one option was fully vested.
- F3: Options with exercise price < $27 became fully vested (if not already), were cancelled, and converted to cash equal to (27 − exercise price) × shares; options with exercise price ≥ $27 were cancelled with no consideration.
- F4: Some options had a 12‑month vesting schedule (1/12th vests Nov 1, 2025, then monthly).
- Filing timeliness: Form 4 filed with the same report date (no late filing flag indicated).
Context
- These were not open-market sales by the director but contractually required dispositions arising from the company being acquired. For derivatives in a merger, the cash payout depends on each option’s exercise price; the Form 4 here reports the cancellation/conversion but does not show per-option exercise prices or the resulting cash amounts.
- Such merger-driven option cancellations are routine and reflect deal terms rather than an individual insider’s trading signal.
Insider Transaction Report
Form 4Exit
Pereira Brian JG
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−14,000→ 0 totalExercise: $17.95Exp: 2029-01-31→ Common Stock (14,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−7,000→ 0 totalExercise: $12.88Exp: 2030-09-30→ Common Stock (7,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−10,000→ 0 totalExercise: $17.45Exp: 2031-09-29→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−10,000→ 0 totalExercise: $4.53Exp: 2032-10-12→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−10,000→ 0 totalExercise: $10.08Exp: 2033-09-25→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−10,000→ 0 totalExercise: $11.54Exp: 2034-10-02→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F4]2026-06-11−30,000→ 0 totalExercise: $12.05Exp: 2035-09-30→ Common Stock (30,000 underlying)
Footnotes (4)
- [F1]The 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").
- [F2]The option is fully vested.
- [F3]Pursuant 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.
- [F4]The option vests over a 12 month period: 1/12th on November 1, 2025, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date.
Signature
/s/ Benjamin L. Palleiko, Attorney-in-Fact|2026-06-11