SEC Form 4 · accession 0001209191-15-014720

Oruka Therapeutics, Inc. · ORKA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — S.V.P., General Counsel

Period of report

Feb 12, 2015

Accepted (ET)

Feb 17, 2015 · 6:14 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 Stock^F1,F2	Feb 12, 2015	A	24,050	$0.00	A	150,787	D

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	12,950	A	—	Feb 11, 2025	Common Stock	12,950	12,950	D

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 84,200 previously reported shares issued as restricted stock units under the Plan and 42,537 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.