Fairmount Funds Management LLC - 19 Nov 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
Issuer symbol
ORKA
Transactions as of
19 Nov 2024
Net transactions value
$0
Form type
4
Filing time
21 Nov 2024, 18:30:05 UTC
Previous filing
01 Oct 2024
Next filing
01 May 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ORKA Common Stock Options Exercise +160,000 +25% 798,614 19 Nov 2024 By Fairmount Healthcare Fund II L.P. F1, F2
holding ORKA Common Stock 2,573,308 19 Nov 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 Options Exercise $0 -160 -100% $0.000000 0 19 Nov 2024 Common Stock 160,000 By Fairmount Healthcare Fund II L.P. F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 14, 2024, the Issuer's stockholders approved the issuance of Common Stock upon conversion of the Issuer's Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share ("Series A Convertible Preferred Stock") (the "Requisite Stockholder Approval"). Accordingly, pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock, 160 shares of Series A Convertible Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II") were converted into 160,000 shares of Common Stock, effective at 5:00 pm, Eastern Time on November 19, 2024.
F2 Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fund II 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 receipt of the Requisite Stockholder Approval, each share of Series A Convertible Preferred Stock automatically converted into 1,000 shares of Common Stock. The Series A Convertible Preferred Stock has no expiration date.

Remarks:

Fairmount may 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 also a Managing Member of Fairmount.