SEC Form 4 · accession 0001209191-17-012759

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 16, 2017

Accepted (ET)

Feb 21, 2017 · 4:50 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	holding	—	—		—	18,400	D

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	24,000	A	—	Feb 15, 2027	Common Stock	24,000	24,000	D

F1Includes (i) remaining 2,443 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) 2,290 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 13,667 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.