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  4. [Form 4] Oceanhawk Acquisition Corp. Insider Trading Activity

Oceanhawk Acquisition Corp. (OHAC) CFO granted 75K founder-share stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Oceanhawk Acquisition Corp. (OHAC) reported that its CFO and President, Ryan Jon, was allocated membership interests in Oceanhawk Acquisition I Sponsor, LLC corresponding to an indirect interest in 75,000 Class B Ordinary Shares (founder shares) at a nominal price of $0.004 per share. These shares are held by the sponsor entity, and Ryan Jon has no right to control the sponsor or to vote or dispose of the securities it holds.

Positive

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Negative

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Insider Ryan Jon
Role CFO & President
Type Security Shares Price Value
Other Class B Ordinary Shares F1, F2 75,000 $0.004 $300.00
Holdings After Transaction: Class B Ordinary Shares — 75,000 shares (Indirect, By Oceanhawk Acquisition I Sponsor)
Footnotes (2)
  1. F1. Represents Class B Ordinary Shares (founder shares) held indirectly through membership interests in Oceanhawk Acquisition I Sponsor, LLC. The reporting person received membership interests reflecting the number of founder shares indicated, at a nominal purchase price. The reporting person has no right to control Oceanhawk Acquisition I Sponsor, LLC or vote or dispose of any securities held by it.
  2. F2. Transaction coded "J" because the acquisition represents a grant of membership interests by Oceanhawk Acquisition I Sponsor, LLC to the reporting person, which does not correspond to any other available transaction code.
Indirect founder shares acquired 75,000 shares Class B Ordinary Shares (founder shares) tied to membership interests in sponsor LLC
Nominal purchase price $0.004 per share Price for membership interests reflecting the founder shares indicated
Shares following transaction 75,000 shares Total Class B Ordinary Shares indirectly held after the reported transaction
Class B Ordinary Shares financial
"Represents Class B Ordinary Shares (founder shares) held indirectly through membership interests"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
founder shares financial
"Represents Class B Ordinary Shares (founder shares) held indirectly through membership interests"
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
membership interests financial
"held indirectly through membership interests in Oceanhawk Acquisition I Sponsor, LLC"
An ownership stake in a limited liability company (LLC) that represents a holder’s share of the business’s profits, losses, and decision-making power. Think of it like a slice of the company’s pie and a seat at its management table: it determines how much money the owner can receive and how much influence they have over company choices. Investors care because these interests affect returns, control, transferability, and tax treatment.
indirectly financial
"Represents Class B Ordinary Shares (founder shares) held indirectly through membership interests"
transaction coded "J" regulatory
"Transaction coded "J" because the acquisition represents a grant of membership interests"

FAQ

What insider transaction did OHAC report for CFO Ryan Jon?
Oceanhawk Acquisition Corp. reported that CFO and President Ryan Jon received membership interests in its sponsor LLC tied to 75,000 Class B founder shares, acquired at a nominal $0.004 per share, held indirectly through Oceanhawk Acquisition I Sponsor, LLC.

How many OHAC shares are involved in Ryan Jon’s reported Form 4 transaction?
The Form 4 reports an indirect interest corresponding to 75,000 Class B Ordinary Shares of Oceanhawk Acquisition Corp. These are founder shares held by Oceanhawk Acquisition I Sponsor, LLC, with Ryan Jon holding membership interests in the sponsor.

What price was associated with Ryan Jon’s OHAC founder share allocation?
The allocation reflects a nominal purchase price of $0.004 per Class B Ordinary Share. The filing explains that the reporting person received membership interests reflecting the founder shares at this nominal consideration level, not a market transaction price.

Does Ryan Jon directly own or control the OHAC shares in this Form 4?
No. The filing states the Class B founder shares are held by Oceanhawk Acquisition I Sponsor, LLC, and Ryan Jon has no right to control the sponsor or to vote or dispose of any securities it holds, indicating indirect, non-controlling ownership.

Why is the OHAC Form 4 transaction coded "J" for Ryan Jon?
The transaction is coded "J" because it represents a grant of membership interests in the sponsor LLC to Ryan Jon, which does not match any other standard SEC transaction code. It reflects an internal restructuring-type allocation rather than a market buy or sell.

What is Ryan Jon’s reported indirect OHAC share position after the transaction?
After this transaction, the Form 4 shows a position corresponding to 75,000 Class B Ordinary Shares held indirectly through Oceanhawk Acquisition I Sponsor, LLC. The filing treats this as the total number of such shares following the reported grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ryan Jon
(Last)(First)(Middle)
515 MADISON AVENUE
8TH FLOOR
(Street)
NEW YORK NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Oceanhawk Acquisition Corp. [ OHAC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CFO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class B Ordinary Shares(1)08/17/2026J(2)75,000A$0.004(1)75,000IBy Oceanhawk Acquisition I Sponsor(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents Class B Ordinary Shares (founder shares) held indirectly through membership interests in Oceanhawk Acquisition I Sponsor, LLC. The reporting person received membership interests reflecting the number of founder shares indicated, at a nominal purchase price. The reporting person has no right to control Oceanhawk Acquisition I Sponsor, LLC or vote or dispose of any securities held by it.
2. Transaction coded "J" because the acquisition represents a grant of membership interests by Oceanhawk Acquisition I Sponsor, LLC to the reporting person, which does not correspond to any other available transaction code.
/s/ Jon Ryan08/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR