Fairmount Funds Management LLC - Aug 29, 2024 Form 3 Insider Report for Oruka Therapeutics, Inc. (ORKA)

Signature
/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Stock symbol
ORKA
Transactions as of
Aug 29, 2024
Transactions value $
$0
Form type
3
Date filed
9/6/2024, 05:07 PM
Previous filing
Jun 12, 2024
Next filing
Sep 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ORKA Common Stock 364K Aug 29, 2024 By Fairmount Healthcare Fund II L.P. F1, F2, F3
holding ORKA Common Stock 2.57M Aug 29, 2024 By Fairmount Healthcare Co-Invest III L.P. F1, F2, F3

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 Series B Non-Voting Convertible Preferred Stock Aug 29, 2024 Common Stock 11.4M By Fairmount Healthcare Fund II L.P. F3, F4, F5
holding ORKA Pre-funded Warrant Aug 29, 2024 Common Stock 5.3M $0.00 By Fairmount Healthcare Fund II L.P. F3, F6
* 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 Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest III L.P. The general partner of Fairmount is Fairmount Funds Management GP LLC ("Fairmount GP"), of which Peter Harwin and Tomas Kiselak are the managing members. Fairmount, Fairmount GP, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F4 Shares of Series B Non-Voting Convertible Preferred Stock of the Issuer, par value $0.001 per share (the "Preferred Stock"), are convertible into shares of the Issuer's common stock at any time at the option of the holder thereof, based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.9 to the Issuer's Form 8-K filed on September 5, 2024). The Preferred Stock has no expiration date.
F5 Consists of 137,138 shares of Preferred Stock.
F6 The Pre-Funded Warrants have no expiration date and are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.

Remarks:

Exhibit 24 - Power of Attorney Fairmount, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest III L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a Managing Member of Fairmount.