Lawrence Klein - Aug 29, 2024 Form 3 Insider Report for Oruka Therapeutics, Inc. (ORKA)

Role: President and CEO, Director
Signature: /s/ Paul Quinlan, as attorney-in-fact for Lawrence Klein
Stock symbol: ORKA
Transactions as of: Aug 29, 2024
Transactions value $: $0
Form type: 3
Date filed: 9/6/2024, 05:00 PM
Previous filing: Jun 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ORKA	Common Stock						852K	Aug 29, 2024	Direct	F1, F2

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
holding	ORKA	Warrant (Right to Buy)							Aug 29, 2024	Common Stock	1.63M	$7.80	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Effective as of August 29, 2024 (the "Effective Time"), a wholly-owned subsidiary of ARCA biopharma, Inc. ("ARCA") merged with and into Oruka Therapeutics, Inc. ("Oruka") with Oruka continuing as a wholly owned subsidiary of ARCA and the surviving corporation of the merger, and Oruka merged with and into a second wholly-owned subsidiary of ARCA ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger resulting in, among other things, Oruka becoming a wholly owned subsidiary of ARCA (collectively, the "Merger"). At the Effective Time, ARCA effected a name change to "Oruka Therapeutics, Inc." (hereinafter, the "Issuer").
F2	Represents the number of shares of common stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of Oruka held by the Reporting Person prior to the Merger. Each share of Oruka common stock held at the Effective Time was exchanged for 6.8569 shares of the Issuer's common stock. On September 3, 2024, the Issuer effected a 1-for-12 reverse stock split of the Company common stock.
F3	This warrant represents a right to purchase 1,628,513 shares of the Issuer's common stock, one quarter of which will vest on April 3, 2025, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney