Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
15 February 2024 - 12:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KalVista Pharmaceuticals, Inc.
(Name of Issuer)
Common stock, $0.001 par value
(Title of Class of
Securities)
483497103
(CUSIP Number)
December 31, 2023
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨
x
¨ |
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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
the Notes).
CUSIP No. 483497103 | |
| Page 2
of 14 |
1. |
Names
of Reporting Persons
Venrock Healthcare Capital Partners III, L.P. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (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
0 |
6. |
Shared
Voting Power
4,824,731 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
4,824,731 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,824,731 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent
of Class Represented by Amount in Row (9)
14.0% (3) |
12. |
Type
of Reporting Person (See Instructions)
PN |
|
|
|
|
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 1,059,054 shares held
by Venrock Healthcare Capital Partners III, L.P.; (ii) 105,940 shares held by VHCP Co-Investment
Holdings III, LLC; and (iii) 3,659,737 shares held by Venrock Healthcare Capital Partners
EG, L.P. |
| (3) | This percentage is calculated based upon
34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on December 7, 2023. |
CUSIP No. 483497103 | |
| Page
3 of 14 |
1. |
Names
of Reporting Persons
VHCP Co-Investment Holdings III, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (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
0 |
6. |
Shared
Voting Power
4,824,731 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
4,824,731 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,824,731 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent
of Class Represented by Amount in Row (9)
14.0% (3) |
12. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 1,059,054 shares held
by Venrock Healthcare Capital Partners III, L.P.; (ii) 105,940 shares held by VHCP Co-Investment
Holdings III, LLC; and (iii) 3,659,737 shares held by Venrock Healthcare Capital Partners
EG, L.P. |
| (3) | This percentage is calculated based upon
34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7,
2023. |
CUSIP No. 483497103 | |
| Page 4 of 14 |
1. |
Names
of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P. |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (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
0 |
6. |
Shared
Voting Power
4,824,731 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
4,824,731 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,824,731 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent
of Class Represented by Amount in Row (9)
14.0% (3) |
12. |
Type
of Reporting Person (See Instructions)
PN |
|
|
|
|
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 1,059,054 shares held
by Venrock Healthcare Capital Partners III, L.P.; (ii) 105,940 shares held by VHCP Co-Investment
Holdings III, LLC; and (iii) 3,659,737 shares held by Venrock Healthcare Capital Partners
EG, L.P. |
| (3) | This percentage is calculated based upon
34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7,
2023. |
CUSIP No. 483497103 | |
| Page 5 of 14 |
1. |
Names
of Reporting Persons
VHCP Management III, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (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
0 |
6. |
Shared
Voting Power
4,824,731 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
4,824,731 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,824,731 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent
of Class Represented by Amount in Row (9)
14.0% (3) |
12. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 1,059,054 shares held
by Venrock Healthcare Capital Partners III, L.P.; (ii) 105,940 shares held by VHCP Co-Investment
Holdings III, LLC; and (iii) 3,659,737 shares held by Venrock Healthcare Capital Partners
EG, L.P. |
| (3) | This percentage is calculated based upon
34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7,
2023. |
CUSIP No. 483497103 | |
| Page 6 of 14 |
1. |
Names
of Reporting Persons
VHCP Management EG, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (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
0 |
6. |
Shared
Voting Power
4,824,731 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
4,824,731 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,824,731 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent
of Class Represented by Amount in Row (9)
14.0% (3) |
12. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 1,059,054 shares held
by Venrock Healthcare Capital Partners III, L.P.; (ii) 105,940 shares held by VHCP Co-Investment
Holdings III, LLC; and (iii) 3,659,737 shares held by Venrock Healthcare Capital Partners
EG, L.P. |
| (3) | This percentage is calculated based upon
34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7,
2023. |
CUSIP No. 483497103 | |
| Page 7 of 14 |
1. |
Names
of Reporting Persons
Shah, Nimish |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ |
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
4,824,731 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
4,824,731 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,824,731 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent
of Class Represented by Amount in Row (9)
14.0% (3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 1,059,054 shares held
by Venrock Healthcare Capital Partners III, L.P.; (ii) 105,940 shares held by VHCP Co-Investment
Holdings III, LLC; and (iii) 3,659,737 shares held by Venrock Healthcare Capital Partners
EG, L.P. |
| (3) | This percentage is calculated based upon
34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7,
2023. |
CUSIP No. 483497103 | |
| Page 8 of 14 |
1. |
Names
of Reporting Persons
Koh, Bong |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) x (1) (b) ¨ |
3. |
SEC Use Only
|
4. |
Citizenship
or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
4,824,731 (2) |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
4,824,731 (2) |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
4,824,731 (2) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
|
11. |
Percent
of Class Represented by Amount in Row (9)
14.0% (3) |
12. |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
| (1) | Venrock Healthcare Capital Partners III,
L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P.,
VHCP Management III, LLC, VHCP Management EG, LLC, Nimish Shah and Bong Koh are members of
a group for the purposes of this Schedule 13G/A. |
| (2) | Consists of (i) 1,059,054 shares held
by Venrock Healthcare Capital Partners III, L.P.; (ii) 105,940 shares held by VHCP Co-Investment
Holdings III, LLC; and (iii) 3,659,737 shares held by Venrock Healthcare Capital Partners
EG, L.P. |
| (3) | This percentage is calculated based upon
34,558,709 shares of Common Stock outstanding as of November 30, 2023, as reported in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 7,
2023. |
CUSIP No. 483497103 | |
| Page 9 of 14 |
Introductory Note: This Schedule 13G/A is filed on behalf of Venrock Healthcare Capital Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP III LP”), VHCP Co-Investment Holdings III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment III”), Venrock Healthcare Capital Partners EG, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP EG”), VHCP Management III, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management III”), VHCP Management EG, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management EG” and collectively with VHCP III LP, VHCP Co-Investment III, VHCP EG and VHCP Management III, the “Venrock Entities”), Nimish Shah (“Shah”) and Bong Koh (“Koh”) in respect of the Common Stock of KalVista Pharmaceuticals, Inc. |
|
Item 1. |
|
|
(a) |
Name of Issuer
KalVista Pharmaceuticals, Inc. |
|
|
(b) |
Address of Issuer’s Principal Executive Offices
55 Cambridge Parkway, Suite 901E
Cambridge, MA 02142 |
|
Item 2. |
|
(a) |
Name of Person Filing
Venrock Healthcare Capital Partners III, L.P.
VHCP Co-Investment Holdings III, LLC
Venrock Healthcare Capital Partners EG, L.P.
VHCP Management III, LLC
VHCP Management EG, LLC
Nimish Shah
Bong Koh |
|
(b) |
Address of Principal Business Office or, if none, Residence |
|
|
|
|
|
New York Office: |
Palo Alto Office: |
|
|
|
|
|
|
7 Bryant Park |
3340 Hillview Avenue |
|
|
23rd Floor |
Palo Alto, CA 94304 |
|
|
New York, NY 10018 |
|
|
(c) |
Citizenship
All of the Venrock Entities were organized in
Delaware. The individuals are both United States citizens. |
|
|
(d) |
Title of Class of Securities
Common Stock, $0.001 par value |
|
|
(e) |
CUSIP Number
483497103 |
CUSIP No. 483497103 | |
| Page
10 of 14 |
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: |
|
|
|
Not applicable |
|
Item 4. |
Ownership |
|
|
|
(a) |
Amount beneficially owned as of February 8, 2024: |
Venrock Healthcare Capital Partners III, L.P. | |
| 4,824,731 (1) | |
VHCP Co-Investment Holdings III, LLC | |
| 4,824,731 (1) | |
Venrock Healthcare Capital Partners EG, L.P. | |
| 4,824,731 (1) | |
VHCP Management III, LLC | |
| 4,824,731 (1) | |
VHCP Management EG, LLC | |
| 4,824,731 (1) | |
Nimish Shah | |
| 4,824,731 (1) | |
Bong Koh | |
| 4,824,731 (1) | |
|
(b) |
Percent of class as of February 8, 2024: |
Venrock Healthcare Capital Partners III, L.P. | |
| 14.0% (2) | |
VHCP Co-Investment Holdings III, LLC | |
| 14.0% (2) | |
Venrock Healthcare Capital Partners EG, L.P. | |
| 14.0% (2) | |
VHCP Management III, LLC | |
| 14.0% (2) | |
VHCP Management EG, LLC | |
| 14.0% (2) | |
Nimish Shah | |
| 14.0% (2) | |
Bong Koh | |
| 14.0% (2) | |
|
(c) |
Number of shares as to which the person has as of February 8, 2024: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote: |
Venrock Healthcare Capital Partners III, L.P. | |
| 0 | |
VHCP Co-Investment Holdings III, LLC | |
| 0 | |
Venrock Healthcare Capital Partners EG, L.P. | |
| 0 | |
VHCP Management III, LLC | |
| 0 | |
VHCP Management EG, LLC | |
| 0 | |
Nimish Shah | |
| 0 | |
Bong Koh | |
| 0 | |
|
|
(ii) |
Shared power to vote or to direct the vote: |
Venrock Healthcare Capital Partners III, L.P. | |
| 4,824,731 (1) | |
VHCP Co-Investment Holdings III, LLC | |
| 4,824,731 (1) | |
Venrock Healthcare Capital Partners EG, L.P. | |
| 4,824,731 (1) | |
VHCP Management III, LLC | |
| 4,824,731 (1) | |
VHCP Management EG, LLC | |
| 4,824,731 (1) | |
Nimish Shah | |
| 4,824,731 (1) | |
Bong Koh | |
| 4,824,731 (1) | |
CUSIP No. 483497103 | |
| Page 11
of 14 |
|
|
(iii) |
Sole power to dispose or to direct the disposition of: |
Venrock Healthcare Capital Partners III, L.P. | |
| 0 | |
VHCP Co-Investment Holdings III, LLC | |
| 0 | |
Venrock Healthcare Capital Partners EG, L.P. | |
| 0 | |
VHCP Management III, LLC | |
| 0 | |
VHCP Management EG, LLC | |
| 0 | |
Nimish Shah | |
| 0 | |
Bong Koh | |
| 0 | |
|
|
(iv) |
Shared power to dispose or to direct the disposition
of: |
Venrock Healthcare Capital Partners III, L.P. | |
| 4,824,731 (1) | |
VHCP Co-Investment Holdings III, LLC | |
| 4,824,731 (1) | |
Venrock Healthcare Capital Partners EG, L.P. | |
| 4,824,731 (1) | |
VHCP Management III, LLC | |
| 4,824,731 (1) | |
VHCP Management EG, LLC | |
| 4,824,731 (1) | |
Nimish Shah | |
| 4,824,731 (1) | |
Bong Koh | |
| 4,824,731 (1) | |
| (1) | Consists of (i) 1,059,054 shares held by Venrock Healthcare
Capital Partners III, L.P.; (ii) 105,940 shares held by VHCP Co-Investment Holdings III, LLC; and (iii) 3,659,737 shares held
by Venrock Healthcare Capital Partners EG, L.P. |
| | VHCP Management III, LLC is the general partner of Venrock Healthcare
Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner of
Venrock Healthcare Capital Partners EG, L.P. Messrs. Shah and Koh are the voting members of VHCP Management III, LLC and VHCP Management
EG, LLC. |
| (2) | This percentage is calculated based upon 34,558,709 shares of
Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with
the SEC on December 7, 2023. |
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 five 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 |
CUSIP No. 483497103 | |
| Page
12 of 14 |
Item 8. |
Identification and Classification of Members of the Group |
|
|
|
Not applicable |
|
|
Item 9. |
Notice of Dissolution of Group |
|
|
|
Not applicable |
|
Item 10. |
Certification |
|
|
|
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 such purpose or effect. |
|
|
CUSIP No. 483497103 | |
| Page 13
of 14 |
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.
Dated: February 14, 2024
Venrock
Healthcare Capital Partners III, L.P. |
|
Venrock
Healthcare Capital Partners EG, L.P. |
|
|
|
|
|
By: |
VHCP
Management III, LLC |
|
By: |
VHCP
Management EG, LLC |
Its: |
General
Partner |
|
Its: |
General
Partner |
|
|
|
|
|
By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name:
Sherman G. Souther |
|
|
Name:
Sherman G. Souther |
|
Its:
Authorized Signatory |
|
|
Its:
Authorized Signatory |
|
|
|
|
|
VHCP Co-Investment Holdings III, LLC |
|
|
|
|
|
|
|
|
By: |
VHCP
Management III, LLC |
|
|
|
Its: |
Manager |
|
|
|
|
|
|
|
|
By: |
/s/
Sherman G. Souther |
|
|
|
|
Name:
Sherman G. Souther |
|
|
|
|
Its:
Authorized Signatory |
|
|
|
|
|
|
|
|
VHCP Management III, LLC |
|
VHCP Management EG, LLC |
|
|
|
|
|
By: |
/s/
Sherman G. Souther |
|
By: |
/s/
Sherman G. Souther |
|
Name:
Sherman G. Souther |
|
|
Name:
Sherman G. Souther |
|
Its:
Authorized Signatory |
|
|
Its:
Authorized Signatory |
|
|
|
|
|
Nimish
Shah |
|
|
|
|
|
|
|
/s/
Sherman G. Souther |
|
|
|
Sherman
G. Souther, Attorney-in-fact |
|
|
|
|
|
|
|
|
Bong
Koh |
|
|
|
|
|
|
|
/s/
Sherman G. Souther |
|
|
|
Sherman
G. Souther, Attorney-in-fact |
|
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|
CUSIP No. 483497103 | |
| Page 14
of 14 |
EXHIBITS
KalVista Pharmaceuticals (NASDAQ:KALV)
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KalVista Pharmaceuticals (NASDAQ:KALV)
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From May 2023 to May 2024