SEC Form 4 · accession 0001209191-17-015981
Oruka Therapeutics, Inc. · ORKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas A Keuer
Officer — Chief Operating Officer
Period of report
Feb 27, 2017
Accepted (ET)
Mar 1, 2017 · 5:11 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,F2 | Feb 28, 2017 | S | 465 | $2.61 | D | 14,435 | 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)F3 | $2.60 | Feb 27, 2017 | A | 23,800 | A | — | Feb 26, 2027 | Common Stock | 23,800 | 23,800 | 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 1,222 previously reported shares issued as RSUs under the Plan that vest on 2/27/18, and (ii) 2,414 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 10,799 previously reported shares of common stock owned.
- 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.