Form 4 for CARL CARLSMED, INC.
Accepted 2025-07-24 00:00:00 ET · period of report 2025-07-24 · accession 0000950170-25-098549 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2025-07-24 | 2025-07-24 | CARL | B Capital Healthcare I, L.P. | 10% | C - Cnv Deriv | — | +6.99M | 3.68M | New | — |
| DI | 2025-07-24 | 2025-07-24 | CARL | B Capital Healthcare I, L.P. | 10% | P - Purchase | $15.00 | +1.33M | 5.01M | +36% | +$20.00M |
| DMI | 2025-07-24 | 2025-07-24 | CARL | B Capital Healthcare I, L.P. | 10% | C - Cnv Deriv | — | -6.99M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-07-24 | C | A | 931,452 | — | 931,452 | I By Hornet Co-Invest, L.P. | — | — | (F1) Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date. (F4) Shares held by Hornet Co-Invest, L.P. (F5) B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 2 | Common | Common Stock | 2025-07-24 | P | A | 1,333,333 | $15.00 | 5,013,839 | I By B Capital Global Growth III, L.P. | — | — | (F5) B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. (F2) Shares held by B Capital Global Growth III, L.P. |
| 3 | Common | Common Stock | 2025-07-24 | C | A | 2,376,472 | — | 2,376,472 | I By B Capital Healthcare I, L.P. | — | — | (F1) Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date. (F3) Shares held by B Capital Healthcare I, L.P. (F5) B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 4 | Common | Common Stock | 2025-07-24 | C | A | 3,680,506 | — | 3,680,506 | I By B Capital Global Growth III, L.P. | — | — | (F1) Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date. (F5) B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. (F2) Shares held by B Capital Global Growth III, L.P. |
| 5 | Derivative | Series B Preferred Stock | 2025-07-24 | C | D | 1,445,020 | — | 0 | I By B Capital Global Growth III, L.P. | — · — to — | 1,445,020 Common Stock | (F1) Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date. (F5) B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. (F2) Shares held by B Capital Global Growth III, L.P. |
| 6 | Derivative | Series B Preferred Stock | 2025-07-24 | C | D | 1,445,020 | — | 0 | I By B Capital Healthcare I, L.P. | — · — to — | 1,445,020 Common Stock | (F1) Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date. (F3) Shares held by B Capital Healthcare I, L.P. (F5) B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 7 | Derivative | Series C Preferred Stock | 2025-07-24 | C | D | 931,452 | — | 0 | I By B Capital Healthcare I, L.P. | — · — to — | 931,452 Common Stock | (F1) Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date. (F3) Shares held by B Capital Healthcare I, L.P. (F5) B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 8 | Derivative | Series C Preferred Stock | 2025-07-24 | C | D | 931,452 | — | 0 | I By Hornet Co-Invest, L.P. | — · — to — | 931,452 Common Stock | (F1) Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date. (F4) Shares held by Hornet Co-Invest, L.P. (F5) B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 9 | Derivative | Series C Preferred Stock | 2025-07-24 | C | D | 2,235,486 | — | 0 | I By B Capital Global Growth III, L.P. | — · — to — | 2,235,486 Common Stock | (F1) Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date. (F5) B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. (F2) Shares held by B Capital Global Growth III, L.P. |