4//SEC Filing
Fairmount Healthcare Fund II L.P. 4
Accession 0001213900-24-101116
CIK 0000907654other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 6:30 PM ET
Size
15.0 KB
Accession
0001213900-24-101116
Insider Transaction Report
Form 4
Fairmount Healthcare Fund II L.P.
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2024-11-19+160,000→ 798,614 total(indirect: By Fairmount Healthcare Fund II L.P.) - Exercise/Conversion
Series A Non-Voting Convertible Preferred Stock
2024-11-19−160→ 0 total(indirect: By Fairmount Healthcare Fund II L.P.)→ Common Stock (160,000 underlying)
Holdings
- 2,573,308(indirect: By Fairmount Healthcare Co-Invest III L.P.)
Common Stock
Fairmount Funds Management LLC
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2024-11-19+160,000→ 798,614 total(indirect: By Fairmount Healthcare Fund II L.P.) - Exercise/Conversion
Series A Non-Voting Convertible Preferred Stock
2024-11-19−160→ 0 total(indirect: By Fairmount Healthcare Fund II L.P.)→ Common Stock (160,000 underlying)
Holdings
- 2,573,308(indirect: By Fairmount Healthcare Co-Invest III L.P.)
Common Stock
Kiselak Tomas
Director10% Owner
Transactions
- Exercise/Conversion
Series A Non-Voting Convertible Preferred Stock
2024-11-19−160→ 0 total(indirect: By Fairmount Healthcare Fund II L.P.)→ Common Stock (160,000 underlying) - Exercise/Conversion
Common Stock
2024-11-19+160,000→ 798,614 total(indirect: By Fairmount Healthcare Fund II L.P.)
Holdings
- 2,573,308(indirect: By Fairmount Healthcare Co-Invest III L.P.)
Common Stock
Harwin Peter Evan
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2024-11-19+160,000→ 798,614 total(indirect: By Fairmount Healthcare Fund II L.P.) - Exercise/Conversion
Series A Non-Voting Convertible Preferred Stock
2024-11-19−160→ 0 total(indirect: By Fairmount Healthcare Fund II L.P.)→ Common Stock (160,000 underlying)
Holdings
- 2,573,308(indirect: By Fairmount Healthcare Co-Invest III L.P.)
Common Stock
Footnotes (3)
- [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.
- [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.
Documents
Issuer
Oruka Therapeutics, Inc.
CIK 0000907654
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001769651
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 6:30 PM ET
- Size
- 15.0 KB