B CAPITAL GROUP MANAGEMENT, L.P. - 24 Jul 2025 Form 4 Insider Report for CARLSMED, INC.

Role
10%+ Owner
Signature
B CAPITAL GROUP MANAGEMENT, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory
Issuer symbol
CARL on Nasdaq
Transactions as of
24 Jul 2025
Net transactions value
+$19,999,995
Form type
4
Filing time
24 Jul 2025, 20:51:14 UTC
Previous filing
22 Jul 2025
SEC
View on sec.gov

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
B CAPITAL GROUP MANAGEMENT, L.P. 10%+ Owner 1240 ROSECRANS AVE., 5TH FLOOR, MANHATTAN BEACH B CAPITAL GROUP MANAGEMENT, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory 24 Jul 2025 0001997306
B Capital Global Growth III, L.P. 10%+ Owner 1240 ROSECRANS AVE., 5TH FLOOR, MANHATTAN BEACH B Capital Global Growth III, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory 24 Jul 2025 0001911138
B Capital Healthcare I, L.P. 10%+ Owner 1240 ROSECRANS AVE., 5TH FLOOR, MANHATTAN BEACH B Capital Healthcare I, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory 24 Jul 2025 0001875322
Hornet Co-Invest Investors, Ltd. 10%+ Owner 1240 ROSECRANS AVE., 5TH FLOOR, MANHATTAN BEACH Hornet-Co-Invest Investors, Ltd., By: /s/ Rajarshi Ganguly, Authorized Signatory 24 Jul 2025 0002077425
Hornet Co-Invest, LP 10%+ Owner 1240 ROSECRANS AVE., 5TH FLOOR, MANHATTAN BEACH Hornet-Co-Invest, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory 24 Jul 2025 0002077424

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CARL Common Stock Conversion of derivative security +3,680,506 3,680,506 24 Jul 2025 By B Capital Global Growth III, L.P. F1, F2, F5
transaction CARL Common Stock Purchase $19,999,995 +1,333,333 +36% $15.00 5,013,839 24 Jul 2025 By B Capital Global Growth III, L.P. F2, F5
transaction CARL Common Stock Conversion of derivative security +2,376,472 2,376,472 24 Jul 2025 By B Capital Healthcare I, L.P. F1, F3, F5
transaction CARL Common Stock Conversion of derivative security +931,452 931,452 24 Jul 2025 By Hornet Co-Invest, L.P. F1, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CARL Series B Preferred Stock Conversion of derivative security -1,445,020 -100% 0 24 Jul 2025 Common Stock 1,445,020 By B Capital Global Growth III, L.P. F1, F2, F5
transaction CARL Series C Preferred Stock Conversion of derivative security -2,235,486 -100% 0 24 Jul 2025 Common Stock 2,235,486 By B Capital Global Growth III, L.P. F1, F2, F5
transaction CARL Series B Preferred Stock Conversion of derivative security -1,445,020 -100% 0 24 Jul 2025 Common Stock 1,445,020 By B Capital Healthcare I, L.P. F1, F3, F5
transaction CARL Series C Preferred Stock Conversion of derivative security -931,452 -100% 0 24 Jul 2025 Common Stock 931,452 By B Capital Healthcare I, L.P. F1, F3, F5
transaction CARL Series C Preferred Stock Conversion of derivative security -931,452 -100% 0 24 Jul 2025 Common Stock 931,452 By Hornet Co-Invest, L.P. F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date.
F2 Shares held by B Capital Global Growth III, L.P.
F3 Shares held by B Capital Healthcare I, L.P.
F4 Shares held by Hornet Co-Invest, L.P.
F5 B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.