Fairmount Funds Management LLC - Sep 11, 2024 Form 4 Insider Report for Oruka Therapeutics, Inc. (ORKA)

Role: Director, 10%+ Owner
Signature: /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC
Stock symbol: ORKA
Transactions as of: Sep 11, 2024
Transactions value $: $10,005,000
Form type: 4
Date filed: 9/13/2024, 04:55 PM
Previous filing: Sep 6, 2024
Next filing: Sep 17, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ORKA	Common Stock	Award	$6.33M	+275K	+75.63%	$23.00	639K	Sep 11, 2024	By Fairmount Healthcare Fund II L.P.	F1, F2
holding	ORKA	Common Stock						2.57M	Sep 11, 2024	By Fairmount Healthcare Co-Invest III L.P.	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
transaction	ORKA	Series A Non-Voting Convertible Preferred Stock	Award	$3.68M	+160		$23,000.00	160	Sep 11, 2024	Common Stock	160K		By Fairmount Healthcare Fund II L.P.	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	The shares of Common Stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended.
F2	Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. 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.
F3	Following stockholder approval of the conversion of the Series A non-voting convertible preferred stock (the "Series A Preferred Stock") into shares of Common Stock, each share of Series A Preferred Stock will automatically convert into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. The Series A Preferred Stock has no expiration date.
F4	The shares of Series A Preferred Stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Remarks:

Fairmount may be deemed a director by deputization of Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is also a Managing Member of Fairmount.