Unkart Edward W 4
4 · KalVista Pharmaceuticals, Inc. · Filed Jun 11, 2026
Research Summary
AI-generated summary of this filing
KalVista (KALV) Director Edward Unkart Sells Shares in Merger
What Happened
- Director Edward W. Unkart reported dispositions on 2026-06-11 totaling 109,000 underlying shares (multiple derivative cancellations: 12,000; 6,000; 10,000; 7,000; 7,000; 7,000; 10,000; 10,000; 10,000; 30,000).
- These were derivative (option) dispositions to the issuer in connection with the merger by Chiesi Farmaceutici S.p.A.; the company was acquired for $27.00 per common share and the merger became effective June 11, 2026.
- Per the merger terms, in‑the‑money unexercised options were accelerated/vested (where applicable) and cancelled in exchange for a cash payment equal to (Merger Consideration $27.00 − option exercise price) × number of option shares. Options with exercise prices ≥ $27 were cancelled for no consideration.
Key Details
- Transaction date: 2026-06-11 (filing accession 0001306267-26-000002); filing date matches transaction date (appears timely).
- Transaction type: Disposition to issuer (derivative cancellation under Merger Agreement).
- Total underlying shares affected: 109,000.
- Merger consideration: $27.00 per share (cash tender and subsequent merger); reported Form 4 shows N/A for per-share price since cash value depends on each option's strike.
- Footnotes: F1 (Merger Agreement and cash tender/merger effective 6/11/2026); F3 (in‑the‑money options vested and cashed out as described); F2/F4 reference vesting status (one option noted fully vested; another vests monthly over 12 months).
- Shares owned after transaction: not specified in the provided filing excerpt.
Context
- These were not open-market sales but a corporate-action cash-out of outstanding options due to an acquisition; proceeds depend on each option’s exercise price, not simply $27 × shares.
- Such filings reflect transaction mechanics of a merger (acceleration/cash settlement of options) rather than an insider trading decision; they do not necessarily signal bullish or bearish sentiment by the insider.
Insider Transaction Report
Form 4Exit
Unkart Edward W
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−12,000→ 0 totalExercise: $7.88Exp: 2027-03-22→ Common Stock (12,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−6,000→ 0 totalExercise: $6.71Exp: 2027-09-26→ Common Stock (6,000 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]2026-06-11−7,000→ 0 totalExercise: $22.65Exp: 2028-10-02→ Common Stock (7,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−7,000→ 0 totalExercise: $11.21Exp: 2029-10-01→ Common Stock (7,000 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: $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