KalVista (NASDAQ: KALV) CDO disposes equity in $27-per-share Chiesi deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
KalVista Pharmaceuticals chief development officer Christopher Yea reported dispositions of all his equity in connection with the company’s merger with Chiesi Farmaceutici. A tender offer and subsequent merger converted issued and outstanding common shares into cash at $27.00 per share, subject to tax withholding. Yea disposed of 229,918 shares of common stock and multiple restricted stock unit and stock option awards, which were cancelled under the merger terms. Vested options with exercise prices below $27.00 were converted into cash payments based on the spread, while options at or above that price were cancelled without consideration, leaving him with no remaining reported holdings.
Positive
- None.
Negative
- None.
Insights
Executive equity was cashed out or cancelled as KalVista completed its sale.
Chief development officer Christopher Yea reported issuer-related dispositions of common stock, restricted stock units, and stock options tied to KalVista’s merger with Chiesi Farmaceutici. This is a corporate transaction outcome, not an open-market trade, and follows the agreed merger terms.
Common shares were converted to cash at $27.00 per share. Options with exercise prices below $27.00 were cancelled for cash based on the spread, while those at or above $27.00 expired without payment. RSUs similarly converted into cash. The filing shows no remaining reported equity awards, reflecting standard cleanup of incentives at closing.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Yea Christopher
Role
CHIEF DEVELOPMENT OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 53,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 52,600 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 27,900 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 60,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 31,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 20,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 18,920 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 80,000 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 25,000 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 41,250 | $0.00 | -- |
| Disposition | Common Stock | 229,918 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct, null);
Restricted Stock Unit — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- 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"). The option is fully vested. 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. 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. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. 1/16th of the total restricted stock units 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. 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. 1/16th of the total restricted stock units 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.
Key Figures
Common shares disposed: 229,918 shares
Merger consideration: $27.00 per share
RSU block 1: 41,250 units
+4 more
7 metrics
Common shares disposed
229,918 shares
Disposition of KalVista common stock in merger-related transaction
Merger consideration
$27.00 per share
Cash paid per share of KalVista common stock in tender offer and merger
RSU block 1
41,250 units
Restricted stock units cancelled and converted into cash at merger
RSU block 2
25,000 units
Additional restricted stock units cancelled and cashed out at merger
Option grant
80,000 shares at $10.20
Stock option cancelled and converted into cash based on spread vs $27.00
Option grant
60,000 shares at $25.95
Stock option subject to merger treatment under Company Option terms
Option grant
53,500 shares at $8.21
Stock option cancelled and converted to cash if below $27.00 consideration
Key Terms
Agreement and Plan of Merger, Merger Consideration, Company Option, restricted stock unit, +1 more
5 terms
Agreement and Plan of Merger regulatory
"The securities were disposed of pursuant to the Agreement and Plan of Merger, dated as of April 29, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"for a price per share of $27.00 (the "Merger Consideration"), without interest, less any applicable tax withholding"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Company Option financial
"each option to purchase shares of Company Common Stock ("Company Option") that was outstanding and unexercised"
restricted stock unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
cash tender offer financial
"Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares"
A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.
FAQ
What did KalVista (KALV) executive Christopher Yea report in this Form 4?
Christopher Yea reported disposing of all his KalVista equity in connection with the merger with Chiesi Farmaceutici. His common shares, restricted stock units, and stock options were either converted into cash or cancelled under the merger’s agreed terms.
What happened to Christopher Yea’s KalVista restricted stock units in the merger?
Each restricted stock unit became fully vested at the merger’s effective time and was cancelled. In exchange, Yea became entitled to a cash payment equal to the $27.00 Merger Consideration multiplied by the number of shares underlying each RSU award.
How were KalVista stock options treated for Christopher Yea under the merger agreement?
Each outstanding KalVista stock option with an exercise price below $27.00 became fully vested, was cancelled, and converted into a cash right based on the spread. Options with exercise prices at or above $27.00 were automatically cancelled without any cash payment.
Does Christopher Yea hold any KalVista equity after the Chiesi transaction?
According to the Form 4 data, Christopher Yea’s reported common stock, restricted stock units, and stock options all show zero shares following the merger-related dispositions. This indicates no remaining reported equity position after the transaction completed.