Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
| CUSIP
No. 483497103 |
| 1 |
NAMES
OF REPORTING PERSONS |
|
| Vivo
Capital IX, LLC |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| (a)
☒ |
| (b)
☐ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| Delaware |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
WITH |
5 |
SOLE
VOTING POWER |
| 83,940
(1) |
| 6 |
SHARED
VOTING POWER |
| 0 |
| 7 |
SOLE
DISPOSITIVE POWER |
| 83,940
(1) |
| 8 |
SHARED
DISPOSITIVE POWER |
| 0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 83,940
(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 0.2%
(2) |
| 12 |
TYPE
OF REPORTING PERSON (See Instructions) |
| OO |
| |
|
|
|
|
| (1) | The shares of Common Stock of KalVista Pharmaceuticals, Inc. (the “Issuer”) are held of record by Vivo Capital Fund IX,
L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital Fund IX, L.P. |
| (2) | Based on 34,102,349 shares of Common Stock of the Issuer outstanding, disclosed in the prospectus filed by the Issuer on December
27, 2022, pursuant to Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File No. 333-256378). |
| CUSIP
No. 483497103 |
| 1 |
NAMES
OF REPORTING PERSONS |
|
| Vivo
Opportunity, LLC |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| (a)
☒ |
| (b)
☐ |
| 3 |
SEC
USE ONLY |
| |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
| Delaware |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON
WITH |
5 |
SOLE
VOTING POWER |
| 772,068
(1) |
| 6 |
SHARED
VOTING POWER |
| 0 |
| 7 |
SOLE
DISPOSITIVE POWER |
| 772,068
(1) |
| 8 |
SHARED
DISPOSITIVE POWER |
| 0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 772,068
(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 2.3
% (2) |
| 12 |
TYPE
OF REPORTING PERSON (See Instructions) |
| OO |
| |
|
|
|
|
| (1) | The shares of Common Stock of the Issuer are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general
partner of Vivo Opportunity Fund Holdings, L.P. |
| (2) | Based on 34,102,349 shares of Common Stock of the Issuer outstanding, disclosed in the prospectus filed by the Issuer on December
27, 2022, pursuant to Rule 424(b)(5), which forms part of the Issuer’s Registration Statement on Form S-3 (File No. 333-256378). |
| Item 1. | (a) | Name of Issuer: |
KalVista
Pharmaceuticals, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
55 Cambridge
Parkway, Suite 901E, Cambridge, Massachusetts 02142
| Item 2. | (a) | Name of Person Filing: |
This Amendment
No. 4 to Schedule 13G is filed jointly by Vivo Opportunity, LLC and Vivo Capital IX, LLC.
| (b) | Address of Principal Business Office or, if None, Residence: |
192 Lytton
Avenue, Palo Alto, CA 94301
Vivo Opportunity,
LLC is a Delaware limited liability company.
Vivo Capital
IX, LLC is a Delaware limited liability company.
| (d) | Title of Class of Securities: |
Common Stock
483497103
| Item 3. | If This Statement is Filed Pursuant to §§
240.13d-1(b), or 240.13d-2(b) or (c),
Check Whether the Person Filing is a: |
| (a) | ☐ Broker or dealer registered under Section 15 of the Act. |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Act. |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act. |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G); |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act; |
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with § 240.13d-1(b)(l)(ii)(K). |
If filing as a non-U.S. institution in
accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution: ________________
Not Applicable.
| (a) | Amount beneficially
owned: |
The
772,068 shares of Common Stock are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner
of Vivo Opportunity Fund Holdings, L.P. The voting members of Vivo Opportunity, LLC are Gaurav Aggarwal, Hongbo Lu, Kevin Dai, Frank Kung
and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial
ownership of such shares.
The
83,940 shares of Common Stock are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general partner of Vivo Capital
Fund IX, L.P. The voting members of Vivo Capital IX, LLC are Frank Kung, Edgar Engleman, Shan Fu, Hongbo Lu, Mahendra Shah, Jack Nielsen
and Michael Chang, none of whom has individual voting or investment power with respect to these shares and each of whom disclaims beneficial
ownership of such shares.
Vivo
Opportunity, LLC: 2.3%
Vivo
Capital IX, LLC: 0.2%
| (c) | Number of shares as
to which such person has: |
| (i) | Sole
power to vote or to direct the vote: |
Vivo
Opportunity, LLC: 772,068
Vivo
Capital IX, LLC: 83,940
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole power
to dispose or to direct the disposition of: |
Vivo
Opportunity, LLC: 772,068
Vivo
Capital IX, LLC: 83,940
| (iv) | Shared
power to dispose of or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not
Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person. |
Not
Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not
Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not
Applicable.
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under §240.14a11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
Vivo
Opportunity, LLC |
| |
|
| |
February
13, 2023 |
| |
(Date) |
| |
|
| |
/s/ Gaurav Aggarwal |
| |
(Signature) |
| |
|
| |
Managing
Member |
| |
(Title) |
| |
|
| |
Vivo
Capital IX, LLC |
| |
|
| |
February
13, 2023 |
| |
(Date) |
| |
|
| |
/s/ Frank Kung |
| |
(Signature) |
| |
|
| |
Managing
Member |
| |
(Title) |