Fairey William 4

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.