SEC Form 4 · accession 0001209191-17-015978

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 27, 2017

Accepted (ET)

Mar 1, 2017 · 5:10 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 28, 2017	S	763	$2.61	D	41,875	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)^F3	$2.60	Feb 27, 2017	A	41,600	A	—	Feb 26, 2027	Common Stock	41,600	41,600	D

Explanation of responses

F1Represents shares of common stock sold pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person with respect to the vesting of previously reported Restricted Stock Units ("RSUs") granted to the Reporting Person under the Issuer's 2013 Amended and Restated Equity Incentive Plan (the "Plan")
F2Includes (i) remaining 2,025 previously reported shares issued as RSUs under the Plan that vest on 2/27/18, 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 35,269 previously reported shares of common stock held directly.
F3Grant to the Reporting Person of a stock option under the Plan, 50% vesting upon achievement of certain pre-specified corporate milestone related to the outcome of the interim data analysis by that trial's Data and Safety Monitoring Board, and if the milestone is achieved, the remainder of the grant will vest on March 31, 2018, 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 milestone is 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.