SpyGlass Pharma (SGP) director lists indirect preferred stock stakes

Rhea-AI Filing Summary

SpyGlass Pharma director Kirk G. Nielsen filed an initial ownership report detailing indirect preferred share holdings in the company. The filing lists indirect interests in Series B, Series C-1, Series C-2 and Series D preferred stock, each automatically convertible into common stock on a one-for-one basis before the closing of SpyGlass Pharma’s initial public offering.

The preferred shares are held directly by Vensana Capital I, L.P., whose general partner and managing directors, including the reporting person, may be deemed to share voting and investment power. The entities involved expressly disclaim beneficial ownership except to the extent of their pecuniary interests.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Nielsen Kirk G.

Role Director, 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 — 1,690,230 shares (Indirect, See footnote); Series C-1 Preferred Stock — 548,067 shares (Indirect, See footnote); Series C-2 Preferred Stock — 548,067 shares (Indirect, See footnote); Series D Preferred Stock — 359,255 shares (Indirect, See footnote)

Footnotes (1)

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. These shares are held directly by Vensana Capital I, L.P. ("Vensana I"). Vensana Capital I GP, LLC ("Vensana GP I") is the general partner of Vensana I. Each of the Reporting Person, a member of the Issuer's board of directors, and Peter Justin Klein (the "GP I Managing Directors") is a managing director of Vensana GP I. Each of Vensana GP I and the GP I Managing Directors, in their capacities with respect to Vensana GP I, may be deemed to share voting, investment and dispositive power with respect to the shares held by Vensana I. Each of Vensana GP I and the GP I Managing Directors disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of Vensana GP I or the GP I Managing Directors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nielsen Kirk G.

(Last) (First) (Middle)

C/O SPYGLASS PHARMA, INC.

27061 ALISO CREEK RD., SUITE 100

(Street)

ALISO VIEJO CA 92656

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2026

3. Issuer Name and Ticker or Trading Symbol
SpyGlass Pharma, Inc. [ SGP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	1,690,230	(1)	I	See footnote(2)
Series C-1 Preferred Stock	(1)	(1)	Common Stock	548,067	(1)	I	See footnote(2)
Series C-2 Preferred Stock	(1)	(1)	Common Stock	548,067	(1)	I	See footnote(2)
Series D Preferred Stock	(1)	(1)	Common Stock	359,255	(1)	I	See footnote(2)

Explanation of Responses:

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.

2. These shares are held directly by Vensana Capital I, L.P. ("Vensana I"). Vensana Capital I GP, LLC ("Vensana GP I") is the general partner of Vensana I. Each of the Reporting Person, a member of the Issuer's board of directors, and Peter Justin Klein (the "GP I Managing Directors") is a managing director of Vensana GP I. Each of Vensana GP I and the GP I Managing Directors, in their capacities with respect to Vensana GP I, may be deemed to share voting, investment and dispositive power with respect to the shares held by Vensana I. Each of Vensana GP I and the GP I Managing Directors disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of Vensana GP I or the GP I Managing Directors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Brian Aukshunas, as Attorney-in-Fact	02/05/2026
	** Signature of Reporting Person	Date
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 5 (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.

FAQ

What does the SpyGlass Pharma (SGP) Form 3 filed by Kirk G. Nielsen show?

The Form 3 reports Kirk G. Nielsen’s indirect interests in several SpyGlass Pharma preferred stock series. These holdings are reported as being held through Vensana Capital I, L.P., with shared voting and investment power and a disclaimer of beneficial ownership beyond pecuniary interests.

Which SpyGlass Pharma (SGP) securities are reported in this Form 3 filing?

The filing lists indirect holdings of Series B, Series C-1, Series C-2 and Series D preferred stock. Each preferred share is automatically convertible into SpyGlass Pharma common stock on a one-for-one basis before the closing of the company’s initial public offering.

Who directly holds the SpyGlass Pharma preferred shares reported in this Form 3?

The preferred shares are held directly by Vensana Capital I, L.P. Vensana Capital I GP, LLC is the general partner, and its managing directors, including the reporting person, may be deemed to share voting, investment and dispositive power over the shares held by Vensana I.

How will SpyGlass Pharma (SGP) preferred stock convert into common stock?

All preferred stock with par value $0.00001 per share will automatically convert into SpyGlass Pharma common stock on a one-for-one basis. This conversion will occur prior to the closing of the company’s initial public offering of its common stock.

Does Kirk G. Nielsen claim full beneficial ownership of the SpyGlass Pharma shares?

The filing states that Vensana Capital I GP, LLC and its managing directors, including the reporting person, disclaim beneficial ownership of the securities. They only acknowledge beneficial ownership to the extent of their respective pecuniary interests in the shares held by Vensana I.

What is the relationship between Kirk G. Nielsen and SpyGlass Pharma (SGP)?

Kirk G. Nielsen is identified as both a director and a 10% owner of SpyGlass Pharma. His reported holdings are indirect, through Vensana Capital I, L.P., and are documented in this initial statement of beneficial ownership on Form 3.