Page 6 of 9 – SEC Filing
| CUSIP No. 483497103 | Page 6 of 10 |
SCHEDULE 13D
Item 1. Security and Issuer.
This statement on
Schedule 13D relates to the Common Stock, $0.001 par value per share (the Common Stock), of KalVista Pharmaceuticals, Inc. (the Issuer). The Issuers principal executive office is located at 55 Cambridge Parkway, 9th
floor, Cambridge, Massachusetts 02142.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of each of the following persons pursuant to Rule 13d-1(k) of Regulation D-G under the Securities Exchange Act
of 1934, as amended (the Exchange Act): Longwood Fund II, L.P. (LFII), Longwood Fund II GP, LLC (LFII GP), Christoph Westphal, M.D., Ph.D. (Westphal), and Richard Aldrich (Aldrich)
(collectively, the Reporting Persons). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Exchange Act. The agreement
between the Reporting Persons to file as a group (the Joint Filing Agreement) is attached hereto as Exhibit A.
(b)-(c) The principal
business of LFII is that of a private investment partnership. The sole general partner of LFII is LFII GP. The principal business of LFII GP is that of a limited liability company acting as the general partner of LFII. Westphal and Aldrich are the
managers of LFII GP, and both Westphal and Aldrich are members of LF II GP; additionally, Aldrich is a member of the Board of Directors of the Issuer.
The principal business address of each of the entities and individuals named in this Item 2 is Longwood Fund, Prudential Tower, Suite 1555, 800 Boylston
Street, Boston, Massachusetts 02199.
(d)(e) During the last five years, none of the Reporting Persons or individuals named in this Item 2 has
(i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being 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 named in this Item 2 is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On November 21, 2016, LFII acquired an aggregate of 369,419 shares of common stock of the Issuer in exchange for 1,268,971 shares of KalVista
Pharmaceuticals, Ltd. Series B Preferred Stock in connection with the closing of the share purchase transaction (the Transaction) whereby KalVista Pharmaceuticals, Ltd. became a wholly-owned subsidiary of Carbylan Therapeutics, Inc.,
which changed its name to KalVista Pharmaceuticals, Inc. (the Company). On the effective date of the Transaction, the closing price of the Companys common stock was $9.38 per share. All numbers give effect to the 14:1 reverse stock
split effected by the Company on November 21, 2016. Prior to the reverse stock split, the closing price of the Companys common stock was $0.67 per share.
On October 12, 2017, LFII purchased an aggregate of 565,065 shares of common stock of the Issuer for an aggregate purchase price of $4,866,961.35. All
such shares were purchased with working capital.
