Kardigan (KARD) grants 20,706 RSUs tied to Perceptive-linked director pay
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Entities affiliated with Perceptive Advisors reported an indirect acquisition of 20,706 restricted stock units (RSUs) tied to Kardigan, Inc. common stock. The RSUs are director compensation for Douglas E. Giordano’s board service and vest in full on June 17, 2028, subject to his continuous service. The reporting entities and Joseph Edelman may be deemed to have an indirect pecuniary interest through a management fee offset but disclaim beneficial ownership except to that extent.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
PERCEPTIVE ADVISORS LLC, PERCEPTIVE LIFE SCIENCES MASTER FUND LTD, Perceptive Capital Solutions Holdings LP, EDELMAN JOSEPH
Role
Director | Director | Director | Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 20,706 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 20,706 shares (Indirect, See Footnote)
Footnotes (1)
- Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on June 17, 2028, subject to Douglas E. Giordano's ("Mr. Giordano") continuous service as of the applicable vesting date. Mr. Giordano is a Managing Director and Co-Head of Capital Solutions at Perceptive Advisors LLC (the "Advisor"). The Advisor serves as the investment manager of Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Capital Solutions Advisors LP ("PCS Advisors", together with the Advisor, the "Advisors"), a relying adviser of the Advisor, serves as the investment manager to Perceptive Capital Solutions Holdings LP ("PCS Holdings"), and Perceptive Capital Solutions GP LLC ("PCS GP") serves as the general partner of PCS Holdings. Mr. Edelman is the managing member of PCS GP and the Advisor. The Advisors may be deemed to have an indirect pecuniary interest in the options reported herein because the Advisors have the right to receive the director compensation attributable to Mr. Giordano's board service through a partial management fee offset. Each of Mr. Edelman, the Master Fund, PCS Holdings, and the Advisors 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 Mr. Edelman, the Master Fund, PCS Holdings, or the Advisors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Key Figures
RSUs granted: 20,706 RSUs
Shares after transaction: 20,706 shares
Grant price per share: $0.0000
+1 more
4 metrics
RSUs granted
20,706 RSUs
Restricted stock units tied to Kardigan common stock awarded as director compensation
Shares after transaction
20,706 shares
Total common shares represented by RSUs indirectly reported following the grant
Grant price per share
$0.0000
Reported transaction price per share for the RSU award
Vesting date
June 17, 2028
Date on which all RSUs vest in full, subject to continuous service
Key Terms
restricted stock unit, pecuniary interest, beneficial ownership, management fee offset, +1 more
5 terms
restricted stock unit financial
"Each share is represented by a restricted stock unit ("RSU")."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
pecuniary interest financial
"may be deemed to have an indirect pecuniary interest in the options reported herein"
beneficial ownership financial
"disclaims ... beneficial ownership of such securities, except to the extent of his or its indirect pecuniary interest"
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.
management fee offset financial
"through a partial management fee offset"
Section 16 of the Securities Exchange Act of 1934 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider equity grant involving KARD is disclosed in this Form 4?
The filing reports an indirect acquisition of 20,706 RSUs linked to Kardigan, Inc. common stock. These restricted stock units are director compensation for Douglas E. Giordano’s board service and represent a contingent right to receive one share of KARD common stock per RSU upon settlement.
When do the 20,706 Kardigan (KARD) RSUs reported here vest?
All 20,706 RSUs vest in full on June 17, 2028. Vesting is contingent on Douglas E. Giordano’s continuous service with Kardigan through that date, meaning he must remain in service as of June 17, 2028 for the RSUs to settle into common shares.
Who is Douglas E. Giordano in relation to the KARD RSU award?
Douglas E. Giordano is the director receiving the RSU-based compensation and is also a Managing Director and Co-Head of Capital Solutions at Perceptive Advisors LLC. The RSU grant reported for KARD reflects compensation attributable to his board service at Kardigan, Inc.
Does Joseph Edelman personally own the 20,706 KARD RSUs reported?
Joseph Edelman, as managing member of certain Perceptive entities, may be deemed to have an indirect pecuniary interest in the KARD RSUs. However, he and the related funds and advisers expressly disclaim beneficial ownership, except to the limited extent of any indirect economic interest.
Are the 20,706 KARD RSUs a market purchase by Perceptive entities?
No. The 20,706 KARD RSUs represent a grant/award of director compensation, not an open-market purchase. They were awarded for Douglas E. Giordano’s board service, with Perceptive-affiliated entities reporting only an indirect pecuniary interest via a management fee offset arrangement.