08/07/2026 | Press release | Distributed by Public on 08/07/2026 19:47
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Preferred Stock | (1) | 08/06/2026 | C | 782,854 | (1) | (1) | Common Stock | 782,854 | (1) | 0 | I | See footnotes(2)(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Redmile Group, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 270 LARKSPUR, CA 94939 |
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Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK, NY 10001 |
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Redmile Biopharma Investments III, L.P. C/O REDMILE GROUP, LLC 900 LARKSPUR LANDING CIRCLE, SUITE 270 LARKSPUR, CA 94939 |
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| By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC | 08/07/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Jeremy Green | 08/07/2026 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Jeremy Green, Managing Member of Redmile Biopharma Investments III (GP), LLC, general partner of Redmile Biopharma Investments III, L.P. | 08/07/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On August 6, 2026, the Series B Preferred Stock converted by its terms in full automatically into shares of the Issuer's common stock, upon the consummation of the Issuer's initial public offering ("IPO"), for no consideration. The Series B Preferred Stock had no expiration date. |
| (2) | These securities are held directly by Redmile Biopharma Investments III, L.P. ("RBI III"), which is managed by Redmile Group, LLC ("Redmile"). RBI III disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that RBI III is the beneficial owner of the reported securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| (3) | These securities were purchased in the IPO by certain private investment vehicles managed by Redmile (collectively, the "Redmile Clients"), and include the number of securities purchased by RBI III in the IPO reported in the line above. |
| (4) | Redmile may be deemed to beneficially own the reported securities as the investment manager of RBI III and the other Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the reported securities except to the extent of its and his respective pecuniary interest therein, if any. This report shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |