SEC Form 4 · accession 0001209191-16-127434
Oruka Therapeutics, Inc. · ORKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian L. Selby
Officer — VP, Finance
Period of report
Jun 9, 2016
Accepted (ET)
Jun 13, 2016 · 5:23 pm EDT
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 | holding | — | — | — | 3,026 | D |
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)F2 | $3.30 | Jun 9, 2016 | A | 15,800 | A | — | Jun 8, 2026 | Common Stock | 15,800 | 15,800 | D |
| Stock Option (right to buy)F3 | $3.30 | Jun 9, 2016 | A | 32,100 | A | — | Jun 8, 2026 | Common Stock | 32,100 | 32,100 | D |
Explanation of responses
- F1Includes (i) remaining 476 previously reported shares issued as RSUs under the Plan that vests on 9/17/16, (ii) remaining 322 previously reported shares issued as RSUs under the Plan that vest in two equal annual installments beginning on 2/27/17, and (iii) 2,228 previously reported shares issued as RSUs under the Plan that vest in two equal annual installments beginning 4/2/17, provided that the Reporting Person's continuous service to the Issuer has not been terminated as defined under the Plan.
- F2Grant 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.
- F3Grant to the Reporting Person of a stock option under the Plan, vesting upon achievement of certain pre-specified corporate milestones related to enrollment for the GENETIC-AF clinical trial, and the timing and outcome of the interim data analysis by that trial's Data and Safety Monitoring Board, 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. If the corporate milestones are not achieved, the Option will be cancelled. 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.