SEC Form 4 · accession 0001209191-16-127439
Oruka Therapeutics, Inc. · ORKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Bristow
Officer — Pres. & Chief Executive Offic · Director
Period of report
Jun 9, 2016
Accepted (ET)
Jun 13, 2016 · 5:26 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 | — | — | — | 44,610 | D | ||
| Common Stock | holding | — | — | — | 19,986 | I | By InvestocorTrust as sole Trustee | |
| Common Stock | holding | — | — | — | 25,459 | 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)F2 | $3.30 | Jun 9, 2016 | A | 27,200 | A | — | Jun 8, 2026 | Common Stock | 27,200 | 27,200 | D |
| Stock Option (right to buy)F3 | $3.30 | Jun 9, 2016 | A | 55,400 | A | — | Jun 8, 2026 | Common Stock | 55,400 | 55,400 | D |
Explanation of responses
- F1Includes (i) remaining 5,952 previously reported shares issued as RSUs under the Plan that vests on 9/17/16, (ii) remaining 4,050 previously reported shares issued as RSUs under the Plan that vest in two equal annual installments beginning on 2/27/17, and (iii) 4,581 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; and 30,027 previously reported shares of common stock held directly.
- 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.