Perceptive entities report Kardigan insider holdings
Kardigan, Inc. received an initial insider ownership report from entities affiliated with Perceptive Advisors.
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Form Type
3
Rhea-AI Filing Summary
Kardigan, Inc. received an initial insider ownership report from entities affiliated with Perceptive Advisors. The filing shows Perceptive Life Sciences Master Fund Ltd. indirectly holding 5,740,466 shares of common stock and Perceptive Capital Solutions Holdings LP indirectly holding 2,460,195 shares.
The report also lists indirect stock options linked to director compensation for Douglas E. Giordano, covering 80,224 shares at an exercise price of $8.00 per share expiring in 2035 and 33,289 shares at $14.71 per share expiring in 2036. The Perceptive entities and Joseph Edelman each disclaim beneficial ownership except for any indirect pecuniary interest.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
PERCEPTIVE ADVISORS LLC, PERCEPTIVE LIFE SCIENCES MASTER FUND LTD, EDELMAN JOSEPH
Role
Director | Director | Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 113,513 contracts (Indirect, See Footnote);
Common Stock — 8,200,661 shares (Indirect, See Footnote)
Footnotes (6)
- F1. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager to the Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F2. The securities are directly held by Perceptive Capital Solutions Holdings LP ("PCS Holdings"). Perceptive Capital Solutions Advisors LP ("PCS Advisors"), a relying adviser of the Advisor, serves as the investment manager to PCS Holdings, and Perceptive Capital Solutions GP LLC ("PCS GP") serves as the general partner of PCS Holdings.
- F3. Mr. Edelman is the managing member of PCS GP and the Advisor. Each of the Advisor, PCS Advisors, PCS GP, and Mr. Edelman disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F4. The shares subject to this option shall vest and become exercisable in three (3) equal annual installments commencing on June 6, 2024, subject to Douglas E. Giordano's continued service as a member of the Issuer's Board of Directors on each such vesting date.
- F5. Consists of options to purchase shares of the Issuer's common stock awarded to Douglas E. Giordano in connection with his service as a member of the Issuer's Board of Directors. Mr. Giordano is a Managing Director and Co-Head of Capital Solutions at the Advisor. The Advisor may be deemed to have an indirect pecuniary interest in the options reported herein because the Advisor has the right to receive the director compensation attributable to Mr. Giordano's board service through a partial management fee offset. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F6. The shares subject to this option shall vest and become exercisable on February 9, 2027, subject to Mr. Giordano's continued service as a member of the Issuer's Board of Directors through such vesting date.
Key Figures
Indirect common shares (Master Fund): 5,740,466 shares
Indirect common shares (PCS Holdings): 2,460,195 shares
Option underlying shares (lower strike): 80,224 shares at $8.00/share
+3 more
6 metrics
Indirect common shares (Master Fund)
5,740,466 shares
Common stock indirectly held by Perceptive Life Sciences Master Fund Ltd.
Indirect common shares (PCS Holdings)
2,460,195 shares
Common stock indirectly held by Perceptive Capital Solutions Holdings LP
Option underlying shares (lower strike)
80,224 shares at $8.00/share
Stock option expiring 2035-03-19, indirect holding
Option underlying shares (higher strike)
33,289 shares at $14.71/share
Stock option expiring 2036-02-10, indirect holding
Option vesting start date
June 6, 2024
First of three equal annual installments for one option grant
Single-vesting option date
February 9, 2027
Vesting date for another option grant, subject to continued service
Key Terms
beneficial ownership, indirect pecuniary interest, Stock Option (right to buy, Section 16 of the Securities Exchange Act of 1934, +1 more
5 terms
beneficial ownership financial
"disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
indirect pecuniary interest financial
"except to the extent of his or its indirect pecuniary interest therein"
Stock Option (right to buy financial
"Stock Option (right to buy) ... underlying security title: Common Stock"
Section 16 of the Securities Exchange Act of 1934 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
management fee offset financial
"through a partial management fee offset"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider holdings in Kardigan (KARD) did Perceptive Life Sciences Master Fund report?
Perceptive Life Sciences Master Fund Ltd. reported indirect ownership of 5,740,466 shares of Kardigan common stock. Perceptive Advisors LLC serves as its investment manager, and both Perceptive Advisors and Joseph Edelman disclaim beneficial ownership except for any indirect pecuniary interest.
What Kardigan (KARD) stake did Perceptive Capital Solutions Holdings LP disclose?
Perceptive Capital Solutions Holdings LP disclosed indirect holdings of 2,460,195 shares of Kardigan common stock. Perceptive Capital Solutions Advisors LP manages PCS Holdings, with Perceptive Capital Solutions GP LLC as general partner, and related entities disclaim beneficial ownership except for indirect pecuniary interests.
What is the vesting schedule for Kardigan (KARD) options granted in connection with board service?
One option grant vests in three equal annual installments starting June 6, 2024, conditioned on Douglas E. Giordano’s continued board service. Another option grant vests on February 9, 2027, also subject to his continued service on Kardigan’s board.
Who is Douglas E. Giordano in relation to Kardigan (KARD) and Perceptive Advisors?
Douglas E. Giordano serves as a member of Kardigan’s Board of Directors. He is also a Managing Director and Co-Head of Capital Solutions at Perceptive Advisors, with his Kardigan director compensation contributing to the Perceptive entities’ indirect pecuniary interest in the reported options.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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