Form 4 for ORKA Oruka Therapeutics, Inc.
Accepted 2024-09-13 00:00:00 ET · period of report 2024-09-11 · accession 0001213900-24-078633 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-09-13 | 2024-09-11 | ORKA | Kiselak Tomas | Dir, 10% | A - Grant | $23.00 | +275.0K | 638.6K | +76% | +$6.33M |
| DI | 2024-09-13 | 2024-09-11 | ORKA | Kiselak Tomas | Dir, 10% | A - Grant | $23,000.00 | +160 | 160 | New | +$3.68M |
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 | 2024-09-11 | A | A | 275,000 | $23.00 | 638,614 | I By Fairmount Healthcare Fund II L.P. | — | — | (F2) Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest III L.P. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| 2 | Derivative | Series A Non-Voting Convertible Preferred Stock | 2024-09-11 | A | A | 160 | $23,000.00 | 160 | I By Fairmount Healthcare Fund II L.P. | — · — to — | 160,000 Common Stock | (F4) The shares of Series A Preferred Stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. (F2) Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest III L.P. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. (F3) Following stockholder approval of the conversion of the Series A non-voting convertible preferred stock (the "Series A Preferred Stock") into shares of Common Stock, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. The Series A Preferred Stock has no expiration date. |