RA Capital Healthcare Fund LP 4

4 · SpyGlass Pharma, Inc. · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

SpyGlass Pharma (SGP) 10% Owner RA Capital Buys 3.69M Shares

What Happened

RA Capital Management, L.P. (listed as a 10% owner/adviser) made open-market/private purchases of 3,441,966 and 248,034 shares of SpyGlass Pharma (SGP) on Feb 9, 2026 at $16.00 per share, spending $55,071,456 and $3,968,544 respectively (total = 3,690,000 shares for $59,040,000).
The Form 4 also reports multiple “conversion of derivative security” entries totaling 4,331,117 shares (several acquisition and matching disposition conversion entries). Footnote F1 explains all preferred shares automatically converted one-for-one into common stock immediately prior to the IPO; the conversion entries appear to reflect that automatic conversion and internal allocation among related funds rather than additional open-market trades.

Key Details

Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (filed timely).
Purchase price: $16.00 per share; total cash spent on purchases = $59,040,000.
Conversion activity: 4,331,117 shares converted from preferred to common (per F1); offsetting conversion dispositions in the filing indicate internal reallocation between related entities, not separate market sales.
Shares owned after transaction: not specified in the filing.
Notable footnotes: F2-F4 disclose RA Capital acts as investment manager for RA Capital Healthcare Fund, L.P. and RA Capital Nexus III Fund, L.P.; the Adviser and affiliated parties disclaim beneficial ownership except for pecuniary interest. F3 and F4 indicate which fund held certain positions. Remark notes Dr. Zachary Scheiner (a Principal of the Adviser) serves on SpyGlass’s board.

Context

This filing reflects institutional activity by a 10% holder (adviser-managed funds), not an individual officer selling shares. Large purchases like this are more informative to watch than routine sales, but filings are descriptive — they do not state the purchaser’s motives.
The conversion entries are a common post-IPO housekeeping item when preferred converts to common stock; they do not necessarily indicate new buying or selling in the market.

Form 4

Period: 2026-02-09

Director10% Owner

Transactions

Conversion
Common Stock
[F1][F2][F3]
2026-02-09+2,524,473→ 2,524,473 total(indirect: See footnotes)
Conversion
Common Stock
[F1][F2][F4]
2026-02-09+1,806,644→ 1,806,644 total(indirect: See footnotes)
Purchase
Common Stock
[F2][F3]
2026-02-09$16.00/sh+3,441,966$55,071,456→ 5,966,439 total(indirect: See footnotes)
Purchase
Common Stock
[F2][F4]
2026-02-09$16.00/sh+248,034$3,968,544→ 2,054,678 total(indirect: See footnotes)
Conversion
Series C-1 Preferred Stock
[F1][F2][F3]
2026-02-09−1,150,941→ 0 total(indirect: See footnotes)
→ Common Stock (1,150,941 underlying)
Conversion
Series C-1 Preferred Stock
[F1][F2][F4]
2026-02-09−767,294→ 0 total(indirect: See footnotes)
→ Common Stock (767,294 underlying)
Conversion
Series C-2 Preferred Stock
[F1][F2][F3]
2026-02-09−1,150,941→ 0 total(indirect: See footnotes)
→ Common Stock (1,150,941 underlying)
Conversion
Series C-2 Preferred Stock
[F1][F2][F4]
2026-02-09−767,294→ 0 total(indirect: See footnotes)
→ Common Stock (767,294 underlying)
Conversion
Series D Preferred Stock
[F1][F2][F3]
2026-02-09−222,591→ 0 total(indirect: See footnotes)
→ Common Stock (222,591 underlying)
Conversion
Series D Preferred Stock
[F1][F2][F4]
2026-02-09−272,056→ 0 total(indirect: See footnotes)
→ Common Stock (272,056 underlying)

Footnotes (4)

[F1]All shares of the preferred stock, par value $0.00001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering of its Common Stock.
[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 III Fund, 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. 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 their pecuniary interest therein.
[F3]Held directly by the Fund.
[F4]Held directly by the Nexus Fund III.

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