SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Venrock Healthcare Capital Partners III, L.P.

(Last) (First) (Middle)
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KalVista Pharmaceuticals, Inc. [ KALV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrants (Right to Buy) $0.001 02/20/2024 P 655,738(1) (2) (2) Common Stock 655,738(1) $15.249 655,738(1) I By Funds(3)
1. Name and Address of Reporting Person*
Venrock Healthcare Capital Partners III, L.P.

(Last) (First) (Middle)
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Koh Bong Y

(Last) (First) (Middle)
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VHCP Co-Investment Holdings III, LLC

(Last) (First) (Middle)
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VHCP Management III, LLC

(Last) (First) (Middle)
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VHCP Management EG, LLC

(Last) (First) (Middle)
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Healthcare Capital Partners EG, L.P.

(Last) (First) (Middle)
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shah Nimish P

(Last) (First) (Middle)
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
Explanation of Responses:
1. Consists of (i) 172,394 securities held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 17,246 securities held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 466,098 securities held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").
2. The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
3. VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own these securities. VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCPEG and may be deemed to beneficially own these securities. Bong Koh and Nimish Shah are the voting members of VHCPM3 and VHCPMEG and may be deemed to beneficially own these securities. Each of VHCPM3, VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these securities except to the extent of its or his indirect pecuniary interest therein.
VHCP Co-Investment Holdings III, LLC, By: VHCP Management III, LLC, Its: Manager, By: /s/ Sherman G. Souther, Authorized Signatory 02/22/2024
VHCP Management EG, LLC, By: /s/ Sherman G. Souther, Authorized Signatory 02/22/2024
Venrock Healthcare Capital Partners EG, L.P., By: VHCP Management EG, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory 02/22/2024
Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory 02/22/2024
VHCP Management III, LLC, By: /s/ Sherman G. Souther, Authorized Signatory 02/22/2024
Bong Koh, By: /s/ Sherman G. Souther, Attorney-in-fact 02/22/2024
Nimish Shah, By: /s/ Sherman G. Souther, Attorney-in-fact 02/22/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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