Reid Laurence 4
4 · KalVista Pharmaceuticals, Inc. · Filed Jun 11, 2026
Research Summary
AI-generated summary of this filing
KalVista (KALV) Director Reid Laurence Sells 17,000 Shares in Merger
What Happened Reid Laurence, a director of KalVista Pharmaceuticals, disposed of 17,000 derivative shares on June 11, 2026. The disposition was part of the company’s merger with Chiesi (Merger Consideration $27.00 per share), meaning the securities were cashed out in the transaction. The gross proceeds based on the $27.00 per-share merger price equal approximately $459,000 (less any applicable tax withholdings).
Key Details
- Transaction date: 2026-06-11; filing date: 2026-06-11 (timely filed).
- Transaction type: Disposition to the issuer (derivative securities) in connection with the Merger Agreement; listed as 17,000 shares.
- Per-share merger consideration: $27.00; implied gross value ≈ $459,000 (subject to tax withholding).
- Shares owned after transaction: not specified in the Form 4 (not reported in this filing).
- Relevant footnotes:
- F1: Sale/disposition resulted from Merger Agreement (cash tender at $27.00/share and subsequent merger).
- F3: Outstanding in-the-money options were fully vested, cancelled and converted into a cash payment equal to (Merger Consideration − exercise price) × number of shares subject to the option; out-of-the-money options were cancelled for no consideration.
- F2: Original option vesting schedule noted (1/36th initial vesting then monthly), but options were treated per the merger terms.
Context This was a cash-out tied to a corporate transaction (merger), not an open-market sale or discretionary purchase. For option holders, the merger accelerated vesting and converted in-the-money options into cash payments; options with exercise prices at or above $27 were cancelled without payment. Such merger-driven dispositions are routine when a company is acquired and do not, by themselves, indicate an insider’s view on the company’s future operations.
Insider Transaction Report
- Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−17,000→ 0 totalExercise: $10.07Exp: 2034-11-24→ Common Stock (17,000 underlying)
Footnotes (3)
- [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 vests over a 36 month period: 1/36th on December 25, 2024, after which 1/36th of the total shares vest monthly, subject to continued service through each vesting date.
- [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.