Statement of Changes in Beneficial Ownership (4)
March 20 2019 - 4:11PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Venrock Healthcare Capital Partners II, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
KalVista Pharmaceuticals, Inc.
[
KALV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VENROCK, 3340 HILLVIEW AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2019
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(Street)
PALO ALTO, CA 94304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/18/2019
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S
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500000
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D
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$28.75
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1544112
(1)
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I
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By Funds
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Consists of (i) 408,110 shares held by Venrock Healthcare Capital Partners II, L.P. ("VHCP2"), (ii) 165,372 shares held by VHCP Co-Investment Holdings II, LLC ("VHCP Co-2"), (iii) 882,461 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3") and (iv) 88,169 shares held by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3").
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(2)
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VHCP Management II, LLC ("VHCPM2") is the general partner of VHCP2 and the manager of VHCP Co-2 and may be deemed to beneficially own these shares. 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 shares. Bong Koh and Nimish Shah are the managing members of VHCPM2 and VHCPM3 and may be deemed to beneficially own these shares. Each of VHCPM2, VHCPM3, Bong Koh and Nimish Shah expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Venrock Healthcare Capital Partners II, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VHCP Co-Investment Holdings II, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VHCP Management II, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Venrock Healthcare Capital Partners III, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VHCP Co-Investment Holdings III, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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VHCP Management III, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Koh Bong Y
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Shah Nimish P
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304
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X
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Signatures
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/s/ David L. Stepp, Authorized Signatory
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3/20/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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