SEC Form 4 · accession 0001104659-26-080009
Oruka Therapeutics, Inc. · ORKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Peter Evan Harwin
Director · 10% Owner
Fairmount Healthcare Fund II L.P.
Director · 10% Owner
Fairmount Funds Management LLC
Director · 10% Owner
Tomas Kiselak
Director · 10% Owner
Fairmount Healthcare Co-Invest III L.P.
Director · 10% Owner
Period of report
Jul 1, 2026
Accepted (ET)
Jul 1, 2026 · 9:30 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000907654
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 1, 2026 | C | 3,553,410 | — | A | 4,685,364 | I | By Fairmount Healthcare Fund II L.P. |
| Common StockF2 | Jul 1, 2026 | S | 3,553,410 | $84.43 | D | 1,131,954 | I | By Fairmount Healthcare Fund II L.P. |
| Common StockF2 | holding | — | — | — | 2,573,308 | I | By Fairmount Healthcare Co-Invest III L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF2,F1 | — | Jul 1, 2026 | C | 42,641 | D | — | — | Common Stock | 3,553,410 | 94,497 | I |
Explanation of responses
- F1Each share of Series B Preferred Stock is convertible at the option of the holder into 83.3332 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On July 1, 2026, the Reporting Persons converted 42,641 shares of Series B Preferred Stock into 3,553,410 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designation for the Series B Convertible Preferred Stock.
- F2Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest III L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
Remarks
Fairmount may be deemed a director by deputization of 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.