SEC Form 4 · accession 0001209191-17-012757
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
Feb 16, 2017
Accepted (ET)
Feb 21, 2017 · 4:49 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 | holding | — | — | — | 42,638 | 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 | $2.50 | Feb 16, 2017 | A | 42,000 | A | — | Feb 15, 2027 | Common Stock | 42,000 | 42,000 | D |
Explanation of responses
- F1Includes (i) remaining 4,050 previously reported shares issued as Restricted Stock Units ("RSUs") under the 2013 Amended and Restated Equity Incentive Plan (the "Plan") that vest in two equal annual installments beginning on 2/27/17, and (ii) 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 34,007 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.