Sec Form 4 Filing - Venrock Healthcare Capital Partners III, L.P. @ KalVista Pharmaceuticals, Inc. - 2024-01-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 III, L.P.
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)
(Last) (First) (Middle)
C/O VENROCK, 7 BRYANT PARK, 23RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/11/2024
(Street)
NEW YORK, NY10018
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 01/11/2024 P 6,647 A $ 12.68 ( 1 ) 4,296,447 ( 2 ) I By Funds ( 3 )
Common Stock 01/16/2024 P 19,599 A $ 12.73 ( 4 ) 4,316,046 ( 5 ) I By Funds ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Venrock Healthcare Capital Partners III, L.P.
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY10018
X
VHCP Co-Investment Holdings III, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY10018
X
VHCP Management III, LLC
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY10018
X
Venrock Healthcare Capital Partners EG, L.P.
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY10018
X
VHCP Management EG, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA94304
X
Koh Bong Y
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY10018
X
Shah Nimish P
C/O VENROCK
7 BRYANT PARK, 23RD FLOOR
NEW YORK, NY10018
X
Signatures
Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory 01/16/2024
Signature of Reporting Person Date
VHCP Co-Investment Holdings III, LLC, By: VHCP Management III, LLC, Its: Manager, By: /s/ Sherman G. Souther, Authorized Signatory 01/16/2024
Signature of Reporting Person Date
VHCP Management III, LLC, By: /s/ Sherman G. Souther, Authorized Signatory 01/16/2024
Signature of Reporting Person Date
Venrock Healthcare Capital Partners EG, L.P., By: VHCP Management EG, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory 01/16/2024
Signature of Reporting Person Date
VHCP Management EG, LLC, By: /s/ Sherman G. Souther, Authorized Signatory 01/16/2024
Signature of Reporting Person Date
Bong Koh, By: /s/ Sherman G. Souther, Attorney-in-fact 01/16/2024
Signature of Reporting Person Date
Nimish Shah, By: /s/ Sherman G. Souther, Attorney-in-fact 01/16/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.55 to $12.75 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 purchased at each separate price within the range set forth in this footnote.
( 2 )Consists of (i) 944,499 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 94,484 shares held by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3"); and (iii) 3,257,464 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").
( 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 shares. VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCPEG and may be deemed to beneficially own these shares. Bong Koh and Nimish Shah are the voting members of VHCPM3 and VHCPMEG and may be deemed to beneficially own these shares. Each of VHCPM3, VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.
( 4 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.59 to $12.75 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 purchased at each separate price within the range set forth in this footnote.
( 5 )Consists of (i) 949,652 shares held by VHCP3; (ii) 94,999 shares held by VHCP Co-3; and (iii) 3,271,395 shares held by VHCP EG.

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