11/19/2024 | Press release | Distributed by Public on 11/19/2024 18:20
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (1) | 11/17/2024 | M | 2,419 | (4) | (4) | Common Stock | 2,419 | $ 0 | 14,513 | D | ||||
Restricted Stock Unit | (1) | 11/17/2024 | M | 6,945 | (5) | (5) | Common Stock | 6,945 | $ 0 | 27,778 | D | ||||
Performance Stock Units | (1) | 11/17/2024 | M | 20,834 | (6) | (6) | Common Stock | 20,834 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Palleiko Benjamin L C/O KALVISTA PHARMACEUTICALS, INC. 55 CAMBRIDGE PARKWAY, SUITE 901E CAMBRIDGE, MA 02142 |
X | CHIEF EXECUTIVE OFFICER |
/s/ Benjamin L. Palleiko | 11/19/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Each restricted stock unit ("RSU") and performance stock unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. |
(2) | The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs and PSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. |
(3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.25554 to $9.3409 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(4) | 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 August 17, 2022, subject to continued service through each vesting date. |
(5) | 1/12th of the total number of shares subject to the RSU shall vest on each quarterly anniversary of the Vesting Commencement Date commencing on November 17, 2022, subject to continued service through each vesting date. |
(6) | Shares earned upon the vesting of a percentage of the PSUs granted to the Reporting Person on January 10, 2024. Each PSU represents a contingent right to receive one share of Issuer common stock upon the Issuer's achievement of Performance Metrics. 1/4th of the total number of shares subject to the PSU shall vest on each quarterly anniversary of the Vesting Commencement Date of February 17, 2024, upon Performance Metrics achieved, subject to continued service through each vesting date. |