Fairmount funds (NASDAQ: ORKA) convert preferred, sell 3.55M Oruka shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fairmount Healthcare Fund II L.P., an entity managed by Fairmount Funds Management LLC, converted 42,641 shares of Series B Preferred Stock of Oruka Therapeutics, Inc. into 3,553,410 shares of Common Stock on July 1, 2026 for no cash consideration, in line with the Series B terms.
On the same date, Fairmount Healthcare Fund II L.P. sold 3,553,410 Common shares at $84.43 per share, and reported 1,131,954 Common shares held indirectly afterward, along with 94,497 Series B Preferred shares remaining outstanding. A related vehicle, Fairmount Healthcare Co-Invest III L.P., reported indirect holdings of 2,573,308 Common shares. Fairmount Funds Management LLC and its managers Peter Harwin and Tomas Kiselak disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Large fund-level convert-and-sell in ORKA, with sizable remaining stake.
The Fairmount-managed funds executed a classic convert-and-sell pattern in Oruka Therapeutics. Fairmount Healthcare Fund II L.P. converted 42,641 Series B Preferred shares into 3,553,410 Common shares, then sold those Common shares at $84.43 apiece in an open-market transaction.
After these moves, Fund II still reported 1,131,954 Common shares and 94,497 Series B Preferred shares, while Co-Invest III L.P. reported 2,573,308 Common shares. This indicates these entities retain a substantial position despite the net-sell of 3,553,410 shares. The filing does not reference any Rule 10b5-1 trading plan, so timing context beyond the disclosed date is not provided.
Insider Trade Summary
Net Seller: 3,553,410 shares ($300,014,406)
Net Sell
4 txns
Insider
Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Fairmount Healthcare Co-Invest III L.P., Kiselak Tomas, Harwin Peter Evan
Role
null | null | null | null | null
Sold
3,553,410 shs ($300.01M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Preferred Stock | 42,641 | $0.00 | -- |
| Conversion | Common Stock | 3,553,410 | $0.00 | -- |
| Sale | Common Stock | 3,553,410 | $84.43 | $300.01M |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series B Preferred Stock — 94,497 shares (Indirect, By Fairmount Healthcare Fund II L.P.);
Common Stock — 4,685,364 shares (Indirect, By Fairmount Healthcare Fund II L.P.)
Footnotes (1)
- Each share of Series B Preferred Stock is convertible at the option of the holder into 83.3332 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On July 1, 2026, the Reporting Persons converted 42,641 shares of Series B Preferred Stock into 3,553,410 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designation for the Series B Convertible Preferred Stock. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest III L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
Key Figures
Common shares sold: 3,553,410 shares
Sale price: $84.43 per share
Common shares after sale: 1,131,954 shares
+5 more
8 metrics
Common shares sold
3,553,410 shares
Common Stock sold by Fairmount Healthcare Fund II L.P. on July 1, 2026
Sale price
$84.43 per share
Price per Oruka Therapeutics common share in the sale
Common shares after sale
1,131,954 shares
Common Stock held indirectly by Fairmount Healthcare Fund II L.P. following transactions
Preferred converted
42,641 shares
Series B Preferred Stock converted into Common Stock on July 1, 2026
Underlying common from conversion
3,553,410 shares
Common Stock received from converting 42,641 Series B Preferred shares
Preferred remaining
94,497 shares
Series B Preferred Stock held by Fairmount Healthcare Fund II L.P. after conversion
Co-Invest III common holdings
2,573,308 shares
Common Stock held indirectly by Fairmount Healthcare Co-Invest III L.P.
Conversion ratio
83.3332 common per preferred
Series B Preferred Stock conversion rate into Common Stock
Key Terms
Series B Preferred Stock, beneficial ownership limitations, Conversion of derivative security, pecuniary interest, +1 more
5 terms
Series B Preferred Stock financial
"Each share of Series B Preferred Stock is convertible at the option of the holder"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
beneficial ownership limitations financial
"subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
Conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
pecuniary interest financial
"disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein"
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
FAQ
What did Fairmount Healthcare Fund II L.P. do in its latest Form 4 for ORKA?
Fairmount Healthcare Fund II L.P. converted 42,641 Series B Preferred shares into 3,553,410 Oruka Therapeutics common shares, then sold those 3,553,410 common shares at $84.43 each. It still reported 1,131,954 common shares and 94,497 Series B Preferred shares held indirectly afterward.
What is the Series B Preferred Stock conversion rate disclosed for ORKA?
Each share of Oruka’s Series B Preferred Stock is convertible into 83.3332 shares of common stock, subject to beneficial ownership limits. Using this rate, 42,641 preferred shares were converted into 3,553,410 common shares on July 1, 2026, with no cash changing hands in the conversion.
What Oruka Therapeutics (ORKA) stake remains with Fairmount Healthcare Fund II L.P. after the transactions?
After converting and selling 3,553,410 common shares, Fairmount Healthcare Fund II L.P. reported holding 1,131,954 Oruka Therapeutics common shares indirectly, plus 94,497 shares of Series B Preferred Stock. These remaining preferred shares are still convertible subject to the disclosed beneficial ownership limits.
Do Fairmount Funds Management LLC and its managers claim full beneficial ownership of ORKA shares?
Fairmount Funds Management LLC and its managers, Peter Harwin and Tomas Kiselak, disclaim beneficial ownership of the reported Oruka Therapeutics securities, except to the extent of their pecuniary interest. The shares are held by Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest III L.P.