Audhya Paul K. 4
4 · KalVista Pharmaceuticals, Inc. · Filed Jun 11, 2026
Research Summary
AI-generated summary of this filing
KalVista CMO Audhya Paul Sells Shares in Merger
What Happened
- Audhya Paul, Chief Medical Officer of KalVista Pharmaceuticals (KALV), disposed of a total of 478,560 shares and derivative-based awards on June 11, 2026 as part of the company’s merger with Chiesi. The reported transactions include 150,260 shares (reported as a disposition to the issuer) and six derivative-related dispositions totaling 328,300 units (100,000; 25,800; 40,000; 68,750; 93,750). The Merger Agreement set the cash consideration at $27.00 per share; if all units were valued at $27 the gross value would be about $12.9M, though option-related payouts reflect the spread over option exercise prices rather than the full $27 per share.
Key Details
- Transaction date: June 11, 2026 (filed same day).
- Reported items: 150,260 shares disposed; derivative dispositions of 100,000; 25,800; 40,000; 68,750; and 93,750 units (total 478,560).
- Price/consideration: Merger Consideration = $27.00 per share (cash-out). Some derivative items show N/A because options/RSUs were converted/cancelled for cash per merger terms.
- Footnotes of note:
- F1: Merger with Chiesi (Skyline Merger Sub) — cash tender/merger at $27.00/share.
- F3: In-the-money options were cashed out for the spread (Merger Consideration minus exercise price); options with exercise price ≥ $27 were cancelled for no consideration.
- F7: Outstanding RSUs were cashed out at the Merger Consideration per share.
- Transactions were subject to any applicable tax withholding.
- Shares owned after transaction: Not specified in the filing.
- Filing timeliness: Reported on the same date as the transactions (timely).
Context
- These were merger-driven dispositions (cash-out/conversion of stock, RSUs and options), not open-market sales — common when a company is acquired. For option-related items, payments equal the excess of $27 over the option exercise price (per F3), while RSUs converted to a $27-per-share cash payment (per F7). Such filings reflect deal mechanics rather than independent insider trading sentiment.
Insider Transaction Report
Form 4Exit
Audhya Paul K.
CHIEF MEDICAL OFFICER
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-06-11−150,260→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−100,000→ 0 totalExercise: $24.97Exp: 2031-04-30→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F4]2026-06-11−25,800→ 0 totalExercise: $9.28Exp: 2032-05-16→ Common Stock (25,800 underlying) - Disposition to Issuer
Restricted Stock Unit
[F5][F1][F7][F6]2026-06-11−40,000→ 0 total→ Common Stock (40,000 underlying) - Disposition to Issuer
Restricted Stock Unit
[F5][F1][F7][F8]2026-06-11−68,750→ 0 total→ Common Stock (68,750 underlying) - Disposition to Issuer
Restricted Stock Unit
[F5][F1][F7][F9]2026-06-11−93,750→ 0 total→ Common Stock (93,750 underlying)
Footnotes (9)
- [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 4 year period: 1/48th on June 17, 2022, after which 1/48th of the total shares vest monthly, subject to continued service through each vesting date.
- [F5]Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- [F6]1/16th of the total RSUs subject to the Award shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on August 22, 2024, subject to continued service through each vesting date.
- [F7]Pursuant to the terms of the Merger Agreement, each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award"), that was outstanding immediately prior to the Effective Time, became fully vested, and 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 Merger Consideration multiplied by (B) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time.
- [F8]1/16th of the total RSUs subject to the Award shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on May 21, 2025, subject to continued service through each vesting date.
- [F9]1/16th of the total number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on April 16, 2026, subject to continued service through each vesting date.
Signature
/s/ Benjamin L. Palleiko, Attorney-in-Fact|2026-06-11