Venrock Healthcare Capital Partners III, L.P. - 10 Feb 2025 Form 3 Insider Report for Oruka Therapeutics, Inc. (ORKA)

Role
10%+ Owner
Signature
Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory
Issuer symbol
ORKA
Transactions as of
10 Feb 2025
Net transactions value
$0
Form type
3
Filing time
27 Feb 2025, 18:42:13 UTC
Previous filing
11 Feb 2025
Next filing
14 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ORKA Common Stock 4,025,546 10 Feb 2025 By Funds 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 Pre-Funded Warrants (Right to Buy) 10 Feb 2025 Common Stock 224,543 $0.0100 By Funds F2, F3, F4
holding ORKA Pre-Funded Warrants (Right to Buy) 10 Feb 2025 Common Stock 300,000 $0.001000 By Funds F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of (i) 835,515 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 83,691 shares held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 3,106,340 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").
F2 VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own these shares. VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCPEG and may be deemed to beneficially own these shares. Bong Koh and Nimish Shah are the voting members of VHCPM3 and VHCPMEG and may be deemed to beneficially own these shares. Each of VHCPM3, VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein.
F3 The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
F4 Consists of (i) 48,928 pre-funded warrants held by VHCP3; (ii) 4,895 pre-funded warrants held by VHCP Co-3; and (iii) 170,720 pre-funded warrants held by VHCP EG.
F5 Consists of (i) 58,860 pre-funded warrants held by VHCP3; (ii) 5,880 pre-funded warrants held by VHCP Co-3; and (iii) 235,260 pre-funded warrants held by VHCP EG.