Form 4 for ORKA Oruka Therapeutics, Inc.
Accepted 2024-11-21 00:00:00 ET · period of report 2024-11-19 · accession 0001213900-24-101116 · 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 | 2024-11-21 | 2024-11-19 | ORKA | Kiselak Tomas | Dir, 10% | M - OptEx | — | +160.0K | 798.6K | +25% | — |
| DI | 2024-11-21 | 2024-11-19 | ORKA | Kiselak Tomas | Dir, 10% | M - OptEx | $0.00 | -160 | 0 | -100% | $0 |
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 | 2024-11-19 | M | A | 160,000 | — | 798,614 | I By Fairmount Healthcare Fund II L.P. | — | — | (F1) On November 14, 2024, the Issuer's stockholders approved the issuance of Common Stock upon conversion of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share ("Series A Convertible Preferred Stock") (the "Requisite Stockholder Approval"). Accordingly, pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock, 160 shares of Series A Convertible Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II") were converted into 160,000 shares of Common Stock, effective at 5:00 pm, Eastern Time on November 19, 2024. (F2) Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II 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 | 2024-11-19 | M | D | 160 | $0.00 | 0 | I By Fairmount Healthcare Fund II L.P. | — · — to — | 160,000 Common Stock | (F2) Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II 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 receipt of the Requisite Stockholder Approval, each share of Series A Convertible Preferred Stock automatically converted into 1,000 shares of Common Stock. The Series A Convertible Preferred Stock has no expiration date. |