09/30/2026 | Press release | Distributed by Public on 09/30/2026 17:38
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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 | ||||||||
| Stock Option (Right to Buy) | $14.18 | 09/28/2026 | A | 180,137 | (2) | 09/27/2036 | Common Stock | 180,137 | $ 0 | 180,137 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Heppenstall Richard C/O CARLSMED, INC. 1800 ASTON AVE., SUITE 100 CARLSBAD, CA 92008 |
CFO, Treasurer | |||
| /s/ Michael Cordonnier, as attorney-in-fact, for Richard Heppenstall | 09/30/2026 | |
| **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) | Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock . The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date, September 28, 2026, subject to the Reporting Person's continued service through each such vesting date. |
| (2) | Includes 180,137 unvested stock options exercisable into approximately 180,137 shares of the Issuer's Common Stock. 25% of the stock options will vest upon the one year anniversary of the grant date, September 28, 2026, and the remaining 75% of the stock options will vest in 1/12th installments on a quarterly basis thereafter, subject to the Reporting Person's continued service through each such vesting date. |