SpyGlass Pharma (SGP) 10% owner reports large preferred stock holdings
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
SpyGlass Pharma, Inc. received an initial ownership report from Edward T. Mathers as a 10% owner. The filing shows entities associated with him indirectly hold multiple series of preferred stock in SpyGlass.
These indirect holdings include 1,619,240 shares of Series B Preferred Stock, 1,370,168 shares of Series C-1 Preferred Stock, 1,370,168 shares of Series C-2 Preferred Stock, and 737,962 shares of Series D Preferred Stock, all held through New Enterprise Associates 17, L.P. The preferred shares will automatically convert into an equal number of common shares on a one-for-one basis before the closing of SpyGlass Pharma’s initial public offering of common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Mathers Edward T
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series B Preferred Stock | -- | -- | -- |
| holding | Series C-1 Preferred Stock | -- | -- | -- |
| holding | Series C-2 Preferred Stock | -- | -- | -- |
| holding | Series D Preferred Stock | -- | -- | -- |
Holdings After Transaction:
Series B Preferred Stock — 1,619,240 shares (Indirect, See Note 2);
Series C-1 Preferred Stock — 1,370,168 shares (Indirect, See Note 2);
Series C-2 Preferred Stock — 1,370,168 shares (Indirect, See Note 2);
Series D Preferred Stock — 737,962 shares (Indirect, See Note 2)
Footnotes (1)
- All shares of the preferred stock, par value $0.00001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock. The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.
FAQ
What does the SpyGlass Pharma (SGP) Form 3 filing show about Edward T. Mathers?
The Form 3 shows that Edward T. Mathers is a 10% owner of SpyGlass Pharma through investment entities. It lists his indirect holdings of several preferred stock series that are tied to a future automatic conversion into common stock.
What preferred stock series of SpyGlass Pharma (SGP) are reported on this Form 3?
The filing lists indirect holdings in Series B, Series C-1, Series C-2, and Series D Preferred Stock. Each series is convertible into SpyGlass Pharma common stock on a one-for-one basis ahead of the closing of the initial public offering.
What is disclosed about SpyGlass Pharma (SGP) Series D Preferred holdings?
The Form 3 reports indirect ownership of 737,962 shares of SpyGlass Pharma’s Series D Preferred Stock. These preferred shares are structured to automatically convert into an equal number of common shares before the completion of the company’s initial public offering.
How will SpyGlass Pharma (SGP) preferred stock convert into common stock?
All reported preferred stock shares will automatically convert into common stock on a one-for-one basis. This conversion is set to occur prior to the closing of SpyGlass Pharma’s initial public offering of its common stock.
Who is the direct beneficial owner of the SpyGlass Pharma (SGP) securities in this Form 3?
The direct beneficial owner is New Enterprise Associates 17, L.P. (NEA 17). Edward T. Mathers is a manager of the upstream general partner entities and disclaims beneficial ownership of portions of NEA 17’s holdings in which he has no pecuniary interest.