Odyssey Therapeutics Inc.

05/13/2026 | Press release | Distributed by Public on 05/13/2026 15:11

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
TPG GP A, LLC
2. Issuer Name and Ticker or Trading Symbol
Odyssey Therapeutics, Inc. [ODTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
C/O TPG INC., 301 COMMERCE STREET, SUITE 3300
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
(Street)
FORT WORTH, TX 76102
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/11/2026 J(3) 423,111 A (3) 423,111 I See Explanation of Responses(1)(2)(3)(6)(7)
Common Stock 05/11/2026 J(3) 2,351 D $18(3) 420,760 I See Explanation of Responses(1)(2)(3)(6)(7)
Common Stock 05/11/2026 C 1,880,497 A (4) 2,301,257 I See Explanation of Responses(1)(2)(4)(6)(7)
Common Stock 05/11/2026 P(5) 1,388,889 A $18 3,690,146 I See Explanation of Responses(1)(2)(5)(6)(7)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) (3) 05/11/2026 J(3) 423,111 (3) (3) Common Stock 423,111 (3) 0 I See Explanation of Responses(1)(2)(3)(6)(7)
Series D Preferred Stock (4) 05/11/2026 C 18,272,789 (4) (4) Common Stock 1,880,497 (4) 0 I See Explanation of Responses(1)(2)(4)(6)(7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TPG GP A, LLC
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102
Former 10% Owner
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102
Former 10% Owner
WINKELRIED JON
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102
Former 10% Owner

Signatures

/s/ Matthew White, Vice President, TPG GP A, LLC (8) 05/13/2026
**Signature of Reporting Person Date
/s/ Gerald Neugebauer on behalf of James G. Coulter (8) (9) 05/13/2026
**Signature of Reporting Person Date
/s/ Gerald Neugebauer on behalf of Jon Winkelried (8) (9) 05/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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 of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC.
(2) TPG LSI SPV GP, LLC is the general partner of each of (i) TPG LSI Rise Orazio, L.P. ("TPG Orazio I"), which directly holds 2,301,257 shares of Common Stock ("Common Stock") of Odyssey Therapeutics, Inc. (the "Issuer"), and (ii) TPG LSI Rise Orazio II, L.P. ("TPG Orazio II" and, together with TPG Orazio I, the "TPG Funds"), which directly holds 1,388,889 shares of Common Stock.
(3) The Warrants to Purchase Common Stock (the "Warrants") directly held by TPG Orazio I were, pursuant to their terms, deemed automatically exercised, by way of a cashless net issue exercise, for shares of Common Stock upon consummation of the Issuer's initial public offering on May 11, 2026. Each Warrant had been exercisable for one share of Common Stock at an exercise price of $0.10 until the earlier of (i) June 16, 2032 and (ii) a "Corporate Transaction" (defined as the consummation of a Deemed Liquidation Event (as defined in the Issuer's Certificate of Incorporation (as defined below)) and the closing of the Issuer's initial public offering).
(4) Pursuant to the Eighth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") of the Issuer, as amended, the shares of Series D Preferred Stock of the Issuer (the "Preferred Stock") directly held by TPG Orazio I automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on May 11, 2026 at a conversion rate (as adjusted for a reverse stock split) equal to one share of Common Stock per 9.7170 shares of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock.
(5) On May 11, 2026, in connection with the Issuer's initial public offering, TPG Orazio II acquired an aggregate of 1,388,889 shares of Common Stock at a price of $18.00 per share.
(6) Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
(7) Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
(9) Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Odyssey Therapeutics Inc. published this content on May 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 13, 2026 at 21:11 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]