SEC Form 4 · accession 0001209191-15-014713
Oruka Therapeutics, Inc. · ORKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Bristow
Officer — President and CEO · Director
Period of report
Feb 12, 2015
Accepted (ET)
Feb 17, 2015 · 6:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
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 | Feb 12, 2015 | A | 48,100 | $0.00 | A | 340,725 | D | |
| Common Stock | holding | — | — | — | 139,082 | I | By Investocor Trust as sole Trustee | |
| Common Stock | holding | — | — | — | 178,215 | I | By NFS Custodian for Michael Bristow's IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $0.67 | Feb 12, 2015 | A | 25,900 | A | — | Feb 11, 2025 | Common Stock | 25,900 | 25,900 | D |
Explanation of responses
- F1Represents shares issued as restricted stock units (an "RSU") under the Issuer's 2013 Equity Incentive Plan (the "Plan"). The RSUs vest in three equal annual installments beginning April 2, 2016, provided that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan prior to such time.
- F2Includes 140,034 previously reported shares issued as restricted stock units under the Plan and 152,591 previously reported shares of common stock held directly.
- F3Grant to the Reporting Person of a stock option under the Plan, vesting in 36 equal monthly installments from the date of grant, provided that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan prior to such time. In the event of a change in control of the Issuer, 50% of the unvested options shall become fully and immediately vested upon the closing date of such change in control, provided, however, that on the earlier of (i) the one-year anniversary of the closing date or (ii) involuntary termination, any options that remain unvested on such earlier date shall become fully and immediately vested.