Arif Bilal 4
4 · KalVista Pharmaceuticals, Inc. · Filed Jun 11, 2026
Research Summary
AI-generated summary of this filing
KalVista (KALV) COO Arif Bilal Sells 149,000 Shares in Merger
What Happened Arif Bilal, Chief Operations Officer of KalVista Pharmaceuticals, disposed of a total of 149,000 derivative shares (100,000 and 49,000) on June 11, 2026 as part of the Company’s merger with Chiesi. The Form 4 reports the dispositions as derivatives with price listed as "N/A," but the Merger Agreement sets the merger consideration at $27.00 per share — implying gross proceeds of roughly $4,023,000 before any tax withholding.
Key Details
- Transaction date: June 11, 2026 (effective date of the merger).
- Reported price on Form 4: N/A (derivative); Merger consideration per filing: $27.00 per share.
- Shares disposed: 100,000 and 49,000 (total 149,000).
- Estimated cash received: ~ $4,023,000 before withholding.
- Shares owned after transaction: not specified in this filing.
- Filing timeliness: filed on the same date as the transaction (no late filing indicated).
- Relevant footnotes: F1/F6 — securities were converted to cash under the Agreement and Plan of Merger; F3 — outstanding options with exercise prices below the merger price were vested and cashed out per the Merger Agreement.
Context These were merger-related cash-outs of derivative awards (options/RSUs) rather than open-market sales. Such dispositions are routine in buyouts: outstanding options and restricted stock units were converted into the right to receive the merger cash consideration ($27.00/share) and cancelled per the merger terms. This action reflects the deal mechanics, not an ordinary insider sale signaling a change in sentiment.
Insider Transaction Report
Form 4Exit
Arif Bilal
Chief Operations Officer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
[F1][F3][F2]2026-06-11−100,000→ 0 totalExercise: $11.49Exp: 2035-10-07→ Common Stock (100,000 underlying) - Disposition to Issuer
Restricted Stock Unit
[F4][F1][F6][F5]2026-06-11−49,000→ 0 total→ Common Stock (49,000 underlying)
Footnotes (6)
- [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 4-year period: 25% on October 8, 2026, after which 1/48th 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]Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
- [F5]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.
- [F6]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.
Signature
/s/ Benjamin L. Palleiko, Attorney-in-Fact|2026-06-11