SpyGlass Pharma (SGP) 10% owner lists indirect preferred share stakes
Rhea-AI Filing Summary
SpyGlass Pharma’s 10% owner Carmen Chang filed an initial ownership report detailing indirect stakes in multiple series of the company’s preferred stock. The preferred shares are held through New Enterprise Associates funds, including NEA 16 and NEA 17, via their general partner entities. All preferred shares will automatically convert on a one-for-one basis into SpyGlass Pharma common stock before the closing of its initial public offering. Chang disclaims beneficial ownership of portions of the NEA 16 and NEA 17 holdings in which she has no pecuniary interest.
Positive
- None.
Negative
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Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Chang Carmen
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 | -- | -- | -- |
| holding | Series A Preferred Stock | -- | -- | -- |
| holding | Series B 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);
Series A Preferred Stock — 954,990 shares (Indirect, See Note 3);
Series B Preferred Stock — 402,273 shares (Indirect, See Note 3)
Footnotes (3)
- F1. 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.
- F2. 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.
- F3. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Exchange Act or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest.
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FAQ
What does this Form 3 filing show for SpyGlass Pharma (SGP)?
The Form 3 shows that a 10% owner, Carmen Chang, reports indirect holdings of multiple series of SpyGlass Pharma preferred stock. These positions represent initial beneficial ownership disclosures required for large insiders under Section 16 of the Exchange Act.
Who is the reporting person in this SpyGlass Pharma (SGP) Form 3?
The reporting person is Carmen Chang, identified as a 10% owner of SpyGlass Pharma. She reports indirect beneficial ownership through New Enterprise Associates funds and related general partner entities, rather than holding the preferred shares directly in her own name.
What happens to SpyGlass Pharma’s preferred stock according to this filing?
All series of SpyGlass Pharma preferred stock 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, simplifying the capital structure.
Why is this Form 3 important for SpyGlass Pharma (SGP) investors?
The Form 3 clarifies which New Enterprise Associates funds hold significant preferred positions in SpyGlass Pharma and how they convert into common stock. It also outlines Carmen Chang’s indirect role and economic interest, improving transparency around a 10% owner’s stake.