SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KALVISTA PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
483497103
(CUSIP Number)
Brent Faduski
SVLSF IV, LLC
One Boston Place
201 Washington Street, Suite 3900
Boston, MA 02108
(617) 367-8100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 21, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes).
| CUSIP No. 483497103 |
| 1 | Name of reporting person
SVLSF IV, LLC | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
2,329,505 | ||||
| 8 | Shared voting power
- 0 - | |||||
| 9 | Sole dispositive power
2,329,505 | |||||
| 10 | Shared dispositive power
- 0 - | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,329,505 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ☐
| |||||
| 13 | Percent of class represented by amount in Row (11)
13.5%(1) | |||||
| 14 | Type of reporting person
OO | |||||
| (1) | Percentage calculated using a denominator of 17,225,667 shares of Common Stock of Issuer as of December 10, 2018. |
2
| CUSIP No. 483497103 |
| 1 | Name of reporting person
SV Life Sciences Fund IV, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
2,329,505 | ||||
| 8 | Shared voting power
- 0 - | |||||
| 9 | Sole dispositive power
2,329,505 | |||||
| 10 | Shared dispositive power
- 0 - | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,329,505 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ☐
| |||||
| 13 | Percent of class represented by amount in Row (11)
13.5%(1) | |||||
| 14 | Type of reporting person
PN | |||||
3
| CUSIP No. 483497103 |
| 1 | Name of reporting person
SV Life Sciences Fund IV Strategic Partners, L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
2,329,505 | ||||
| 8 | Shared voting power
- 0 - | |||||
| 9 | Sole dispositive power
2,329,505 | |||||
| 10 | Shared dispositive power
- 0 - | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,329,505 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ☐
| |||||
| 13 | Percent of class represented by amount in Row (11)
13.5%(1) | |||||
| 14 | Type of reporting person
PN | |||||
4
| CUSIP No. 483497103 |
| 1 | Name of reporting person
SV Life Sciences Fund IV (GP), L.P. | |||||
| 2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds
OO | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or place of organization
DELAWARE | |||||
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
2,329,505 | ||||
| 8 | Shared voting power
- 0 - | |||||
| 9 | Sole dispositive power
2,329,505 | |||||
| 10 | Shared dispositive power
- 0 - | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,329,505(1) | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares ☐
| |||||
| 13 | Percent of class represented by amount in Row (11)
13.5%(1) | |||||
| 14 | Type of reporting person
PN | |||||
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CUSIP NO. 483497103
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on February 7, 2017 and amended by Amendment No. 1 filed with the Commission on March 2, 2017 (the “Prior Filing”), to disclose certain transactions in the Common Stock, par value $0.001 per share (the “Common Stock”), of KalVista Pharmaceuticals, Inc. (the “Issuer”), including the disposition of some of the shares of the Issuer’s Common Stock held by Reporting Persons. Except as specifically amended by this Amendment No. 2, each Item of the Prior Filing remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Prior Filing.
| Item 1. | Security and Issuer. |
This statement relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of KalVista Pharmaceuticals, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 55 Cambridge Parkway, Suite 901E, Cambridge, Massachusetts 02142.
| Item 2. | Identity and Background. |
Item 2 of the Prior Filing is hereby amended and restated in its entirety as set forth below:
(a) This statement is filed by: (i) SV Life Sciences Fund IV, L.P. a Delaware limited partnership (“SVLS IV LP”) and SV Life Sciences Fund IV Strategic Partners, L.P. a Delaware limited partnership (“Strategic Partners” and together with SVLS IV LP, the “Funds”), each direct owners of the shares of Common Stock of the Issuer (together, the “Shares”); (ii) SV Life Sciences Fund IV (GP), L.P., a Delaware limited partnership (“SVLS IV GP”) and general partner of SVLS IV LP and Strategic Partners; and (iii) SVLSF IV, LLC, a Delaware limited liability company and general partner of SVLS IV GP. Each of SVLS IV LP, Strategic Partners, SVLS IV GP and SVLSF IV, LLC are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
(b) The principal business address of the Reporting Persons is c/o SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108. The principal business address of any person or entity listed onSchedule A annexed hereto is set forth onSchedule A annexed hereto.
(c) The principal business of the Reporting Persons is international life sciences venture capital investments. SVLS IV LP and Strategic Partners are private venture capital funds. SVLS IV GP is the general partner of SVLS IV LP and Strategic Partners. SVLSF IV, LLC is the general partner of SVLS IV GP. The principal business of the persons or entities listed onSchedule A annexed hereto is listed onSchedule A annexed hereto.
(d) No Reporting Person nor any person or entity listed onSchedule A annexed hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person nor any person or entity listed onSchedule A annexed hereto has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals listed onSchedule A annexed hereto are citizens of the country set forth onSchedule A annexed hereto. Each of the Reporting Persons are organized under the laws of the State of Delaware.
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CUSIP NO. 483497103
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Prior Filing is hereby amended and restated in its entirety as set forth below:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 17,225,667 shares of Common Stock outstanding as of December 10, 2018 as indicated in the Issuer’s Quarterly Report on Form 10-Q filed December 14, 2018.
The Funds, SVLS IV GP and SVLSF IV, LLC may each be deemed to beneficially own, in the aggregate, 2,329,505 shares of Common Stock, constituting approximately 13.52% of the Common Stock outstanding.
As of the close of business on the date of this filing, SVLS IV LP owned directly 2,265,196 shares of Common Stock, constituting approximately 13.15% of the Common Stock outstanding.
As of the close of business on the date of this filing, Strategic Partners owned directly 64,309 shares of Common Stock, constituting approximately 0.37% of the Common Stock outstanding.
SVLS IV LP and Strategic Partners (each a “Fund”, or collectively the “Funds”) may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any other Fund except to the extent of any pecuniary interest therein.
SVLS IV GP, the general partner of SVLS IV LP and Strategic Partners, may be deemed to beneficially own the shares held by SVLS IV LP and Strategic Partners. SVLS IV GP disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.
SVLSF IV, LLC, the general partner of SVLS IV GP, may be deemed to beneficially own the shares held by SVLS IV LP and Strategic Partners. SVLSF IV, LLC disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.
The investment committee of SVLSF IV, LLC, comprised of the members as set forth onSchedule A, may be deemed to beneficially own the shares held by the Funds as it controls voting and investment decisions over the Issuer’s shares held by the Funds by a majority vote. Each member of the investment committee disclaims beneficial ownership over shares held by the Funds except to the extent of any pecuniary interest therein.
(b) Each of SVLS IV LP and Strategic Partners have sole power to vote and dispose of the Shares they own directly.
Each of Strategic Partners, SVLS IV GP and SVLSF IV, LLC may be deemed to have sole power to vote and dispose of the Shares reported in this Schedule 13D owned directly by SVLS IV LP.
Each of SVLS IV LP, SVLS IV GP and SVLSF IV, LLC may be deemed to have sole power to vote and dispose of the Shares reported in this Schedule 13D owned directly by Strategic Partners.
Voting and investment power over the Shares of Common Stock beneficially owned by the Reporting Persons has been delegated to SVLS IV GP. SVLS IV GP has delegated voting and investment decisions to SVLSF IV, LLC, which in turn has delegated such decisions to an investment committee comprised of the members as set forth onSchedule A. Each Reporting Person and each member of the investment committee disclaims beneficial ownership of the Shares except to the extent of any respective pecuniary interest therein, as described in Item 5(a).
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CUSIP NO. 483497103
(c) Except as follows, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, without independent verification, any other persons named in Item 2 hereof, has effected any transaction in the Common Stock during the past 60 days:
On December 19, 2018, SVLS IV LP sold 2,077 shares of the Issuer’s Common Stock and Strategic Partners sold 59 shares of the Issuer’s Common Stock, in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $20.018 per share. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.16.
On December 28, 2018, SVLS IV LP sold 3,631 shares of the Issuer’s Common Stock and Strategic Partners sold 103 shares of the Issuer’s Common Stock, in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $20.027 per share. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.195.
On December 31, 2018, SVLS IV LP sold 24,716 shares of the Issuer’s Common Stock and Strategic Partners sold 702 shares of the Issuer’s Common Stock, in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $20.004 per share. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.32.
On January 2, 2019, SVLS IV LP sold 194 shares of the Issuer’s Common Stock and Strategic Partners sold 6 shares of the Issuer’s Common Stock, in a series of same-way open market transactions executed by a broker-dealer at a price of $20.00 per share.
On January 3, 2019, SVLS IV LP sold 1,653 shares of the Issuer’s Common Stock and Strategic Partners sold 47 shares of the Issuer’s Common Stock, in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $20.013 per share. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.04.
On January 7, 2019, SVLS IV LP sold 2,527 shares of the Issuer’s Common Stock and Strategic Partners sold 72 shares of the Issuer’s Common Stock, in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $20.412 per share. These shares were sold in multiple transactions at prices ranging from $20.25 to $20.82.
On February 19, 2019, SVLS IV LP sold 17,912 shares of the Issuer’s Common Stock and Strategic Partners sold 508 shares of the Issuer’s Common Stock, in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $20.7328 per share. These shares were sold in multiple transactions at prices ranging from $20.04 to $21.61.
On February 20, 2019, SVLS IV LP sold 22,594 shares of the Issuer’s Common Stock and Strategic Partners sold 641 shares of the Issuer’s Common Stock, in a series of same-way open market transactions executed by a broker-dealer at a weighted average price of $20.0159 per share. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.115.
On February 21, 2019, SVLS IV LP sold 167,779 shares of the Issuer’s Common Stock and Strategic Partners sold 4,764 shares of the Issuer’s Common Stock, in a series of same-way open market transactions executed by a broker-dealer at a price of $20.60 per share.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
8
CUSIP NO. 483497103
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 26, 2019
| SVLSF IV, LLC | ||
| By: | /s/ Brent Faduski | |
| Name: | Brent Faduski | |
| Title: | Officer | |
| SV LIFE SCIENCES FUND IV (GP), L.P. | ||
| By: SVLSF IV LLC, its General Partner | ||
| By: | /s/ Brent Faduski | |
| Name: | Brent Faduski | |
| Title: | Officer | |
| SV LIFE SCIENCES FUND IV, L.P. | ||
| By: SV Life Sciences Fund IV (GP), L.P., its General Partner | ||
| By: SVLSF IV, LLC, its General Partner | ||
| By: | /s/ Brent Faduski | |
| Name: | Brent Faduski | |
| Title: | Officer | |
| SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L.P. | ||
| By: SV Life Sciences Fund IV (GP), L.P., its General Partner | ||
| By: SVLSF IV, LLC, its General Partner | ||
| By: | /s/ Brent Faduski | |
| Name: | Brent Faduski | |
| Title: | Officer | |
9
CUSIP NO. 483497103
SCHEDULE A
Information regarding members of the investment committee of SVLSF IV, LLC
Name | Residence or Business Address | Present principal Occupation or Employment; Principal business of | Name of Employer and Address where Employment is Conducted | Citizenship | ||||
| James Garvey | c/o SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108 | Chairman Emeritus; International life sciences venture capital investments | SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108 | USA | ||||
| Kate Bingham | c/o SV Health Investors, 71 Kingsway, London WC2B 6ST United Kingdom | Managing Partner; International life sciences venture capital investments | SV Health Investors, 71 Kingsway, London WC2B 6ST United Kingdom | United Kingdom | ||||
| Eugene Hill | c/o SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108 | Managing Partner; International life sciences venture capital investments | SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108 | USA | ||||
| Michael Ross | c/o SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108 | Managing Partner; International life sciences venture capital investments | SV Health Investors, One Boston Place, 201 Washington Street, Suite 3900, Boston, MA 02108 | USA | ||||
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