Fairey William 4
4 · KalVista Pharmaceuticals, Inc. · Filed Jun 11, 2026
Research Summary
AI-generated summary of this filing
KalVista (KALV) Director William Fairey Cashes Out 57,000 Options in Merger
What Happened
- William Fairey, a director of KalVista Pharmaceuticals, disposed of three tranches of derivative securities (17,000; 10,000; and 30,000) on June 11, 2026 — a total of 57,000. These dispositions were made to the issuer pursuant to the Merger Agreement with Chiesi (cash tender offer at $27.00 per share). The Form 4 reports the transactions as derivative dispositions (price shown as N/A); using the $27 merger price, the underlying shares have an implied gross value of about $1,539,000 before any exercise-price offsets or tax withholding.
- This was a cash-out tied to the merger (not an open-market sale); under the merger terms certain outstanding options were accelerated, cancelled and converted into cash payments.
Key Details
- Transaction date: 2026-06-11 (effective date of the merger).
- Reported transaction type: Disposition to issuer (derivative); per-footnote the Merger Consideration was $27.00 per share. Form 4 lists per-share price as N/A because payments were calculated under option-conversion terms.
- Total securities disposed: 57,000 derivative securities (17,000 + 10,000 + 30,000). Implied gross value at $27/share ≈ $1,539,000 (actual cash received depends on each option’s exercise price and tax withholding).
- Shares owned after transaction: not specified in the provided filing details.
- Notable footnotes: F1 describes the Merger Agreement and $27 tender; F3 explains that unexercised options with exercise price below $27 became fully vested, cancelled and converted into cash equal to (Merger Consideration − exercise price) × number of shares; options with exercise price ≥ $27 were cancelled with no consideration. Vesting schedules appear in other footnotes (F2–F5).
- Filing timeliness: Form filed the same day (2026-06-11) as the reported transactions/merger effective date.
Context
- These were merger-related cash settlements of derivative awards (options) rather than voluntary open-market sales; the cash payment per award depends on the option exercise price, so the Form 4 does not show a simple per-share sale price.
- Merger-driven dispositions are routine in acquisition transactions and reflect contract terms, not necessarily a director’s view on future share performance.
Insider Transaction Report
Form 4Exit
Fairey William
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−17,000→ 0 totalExercise: $11.50Exp: 2034-04-17→ Common Stock (17,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F4]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][F5]2026-06-11−30,000→ 0 totalExercise: $12.05Exp: 2035-09-30→ Common Stock (30,000 underlying)
Footnotes (5)
- [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 May 18, 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.
- [F4]The option vests over a 12 month period: 1/12th on November 3, 2024, after which 1/12th of the total shares vest monthly, subject to continued service through each vesting date.
- [F5]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