Pereira Brian JG 4

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.