RA Capital Healthcare Fund LP 4

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.