SpyGlass Pharma, Inc.·4

Feb 9, 5:05 PM ET

RA Capital Healthcare Fund LP 4

4 · SpyGlass Pharma, Inc. · Filed Feb 9, 2026

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SpyGlass Pharma Director Zachary Scheiner Receives Option Award

What Happened Dr. Zachary Scheiner, an Outside Director of SpyGlass Pharma (SGP), was granted a derivative award reported as 27,400 shares on Feb 5, 2026. The Form 4 records the grant as an acquisition (derivative) at $0.00 per share (total $0 reported). This was a compensatory option award under the issuer’s non-employee director compensation policy rather than an open‑market purchase or sale.

Key Details

  • Transaction date: February 5, 2026; Form 4 filed February 9, 2026 (timely).
  • Transaction type/code: Grant/Award (derivative), 27,400 shares @ $0.00.
  • Vesting: 1/36th of the award vests monthly beginning on the Date of Grant (Feb 5, 2026) — effectively monthly vesting over 3 years (see footnote F1).
  • Shares owned after transaction: Not disclosed in the filing.
  • Reporter: RA Capital Management, L.P. (listed as a 10% owner); footnotes (F2, F3) state RA Capital and related parties disclaim beneficial ownership of the reported securities. Per F3, Dr. Scheiner holds the option for the benefit of RA Capital funds and must remit any net cash/stock received to the Adviser to offset advisory fees.
  • Remark: Dr. Scheiner is a Principal of the Adviser and serves on SpyGlass’s board of directors.

Context This is a routine director compensation award (an option/derivative grant) with monthly vesting; it was reported by RA Capital due to fund-related arrangements and not reported as a personal open‑market purchase. The filing’s footnotes clarify the funds’ and Adviser’s relationships and that the reporting persons disclaim beneficial ownership beyond any pecuniary interest.

Insider Transaction Report

Form 4
Period: 2026-02-05
Transactions
  • Award

    Stock Option (right to buy)

    [F1][F2][F3]
    2026-02-05+27,40027,400 total(indirect: See footnotes)
    Exercise: $16.00Exp: 2036-02-05Common Stock (27,400 underlying)
Footnotes (3)
  • [F1]This option was granted to Dr. Zachary Scheiner pursuant to the Issuer's non-employee director compensation policy. Subject to Dr. Scheiner's continuing as an Outside Director (as defined in the Issuer's 2026 Equity Incentive Plan) through such applicable vesting date, one thirty-sixth (1/36th) of the shares subject to the option shall vest each month following the Date of Grant on the same day of the month as the Date of Grant (and if there is no corresponding day, on the last day of the month). "Date of Grant" shall mean February 5, 2026.
  • [F2]RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
  • [F3]Under Dr. Scheiner,'s arrangement with the Adviser, Dr. Scheiner holds the option for the benefit of the Fund and the Nexus Fund III. Dr. Scheiner is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Documents

1 file
  • 4
    form4-02092026_100237.xmlPrimary