SpyGlass Pharma (SGP) director notes 1.88M preferred shares

Rhea-AI Filing Summary

SpyGlass Pharma, Inc. director Geoffrey B. Pardo reports indirect beneficial ownership of 1,875,013 shares of the company’s Series D Preferred Stock. All shares of this preferred stock will automatically convert on a one-for-one basis into common stock prior to the closing of the company’s initial public offering of its common stock.

The shares are held by Cooperatieve Gilde Healthcare VG VI U.A., which is managed by Gilde Healthcare VG VI Management B.V. Gilde Healthcare VG VI Management B.V. has sole voting and dispositive power over these shares. Pardo, along with Edwin de Graaf and Pieter Van der Meer, may be deemed to share voting and dispositive power but each disclaims beneficial ownership except for any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pardo Geoffrey B

Role Director

Type	Security	Shares	Price	Value
holding	Series D Preferred Stock	--	--	--

Holdings After Transaction: Series D Preferred Stock — 1,875,013 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. Shares held by Cooperatieve Gilde Healthcare VG VI U.A. (Gilde). Gilde Healthcare VG VI Management B.V. (Gilde Healthcare Management) is the manager of Gilde and has sole voting and dispositive power with respect to the shares held by Gilde. Gilde Healthcare Management is owned by Gilde Healthcare Holding B.V. and managed by Edwin de Graaf and Pieter Van der Meer. The Reporting Person is the President and General Partner of Gilde Healthcare US Inc. and may be deemed to share voting and dispositive power with respect to the shares held of record by Gilde. Each of Mr. de Graaf, Mr. Van der Meer and the Reporting Person disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.

Understanding Insider Trading Forms →

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^*

Pardo Geoffrey B

(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		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 D Preferred Stock	(1)	(1)	Common Stock	1,875,013	(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. Shares held by Cooperatieve Gilde Healthcare VG VI U.A. (Gilde). Gilde Healthcare VG VI Management B.V. (Gilde Healthcare Management) is the manager of Gilde and has sole voting and dispositive power with respect to the shares held by Gilde. Gilde Healthcare Management is owned by Gilde Healthcare Holding B.V. and managed by Edwin de Graaf and Pieter Van der Meer. The Reporting Person is the President and General Partner of Gilde Healthcare US Inc. and may be deemed to share voting and dispositive power with respect to the shares held of record by Gilde. Each of Mr. de Graaf, Mr. Van der Meer and the Reporting Person disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.

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 SpyGlass Pharma (SGP) director Geoffrey B. Pardo report on this Form 3?

He reports indirect beneficial ownership of 1,875,013 shares of SpyGlass Pharma’s Series D Preferred Stock. These shares are reported as indirectly held through Cooperatieve Gilde Healthcare VG VI U.A., with detailed management and control relationships described in the footnotes.

How will SpyGlass Pharma’s Series D Preferred Stock reported on Form 3 convert?

All reported Series D Preferred Stock will automatically convert one-for-one into common stock. The conversion occurs prior to the closing of SpyGlass Pharma’s initial public offering of its common stock, according to the disclosure in the footnotes.

Who actually holds the 1,875,013 Series D Preferred shares related to SGP?

The 1,875,013 Series D Preferred shares are held by Cooperatieve Gilde Healthcare VG VI U.A.. Gilde Healthcare VG VI Management B.V. manages this entity and has sole voting and dispositive power over the shares, as described in the ownership footnote.

What is Geoffrey B. Pardo’s relationship to SpyGlass Pharma (SGP)?

Geoffrey B. Pardo is disclosed as a director of SpyGlass Pharma, Inc. on this Form 3. He files as a reporting person with indirect beneficial ownership tied to shares held by an investment entity associated with Gilde Healthcare.

Does Geoffrey B. Pardo fully own the SpyGlass Pharma shares reported on Form 3?

No. The footnote states that Geoffrey B. Pardo and other related managers disclaim beneficial ownership of the shares held by Gilde, except to the extent of their pecuniary interest in those shares, clarifying their economic rather than full ownership stake.

What type of security is reported for SpyGlass Pharma (SGP) on this Form 3?

The filing reports Series D Preferred Stock of SpyGlass Pharma, Inc. As disclosed, this preferred stock has a stated par value and will automatically convert into common stock on a one-for-one basis before the closing of the company’s initial public offering.