SpyGlass Pharma 10% owner reports preferred stakes
SpyGlass Pharma 10% owner Scott D. Sandell filed an initial Form 3 reporting indirect holdings of multiple preferred stock series that are convertible into common shares.
Rhea-AI Filing Summary
SpyGlass Pharma 10% owner Scott D. Sandell filed an initial Form 3 reporting indirect holdings of multiple preferred stock series that are convertible into common shares. All preferred stock will automatically convert on a one-for-one basis into common stock before the closing of SpyGlass Pharma’s initial public offering. The securities are directly held by New Enterprise Associates funds NEA 17 and NEA 16, with Sandell serving as a manager of their general partner entities and disclaiming beneficial ownership of portions in which he has no pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
SANDELL SCOTT D
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 contracts (Indirect, See Note 2);
Series C-1 Preferred Stock — 1,370,168 contracts (Indirect, See Note 2);
Series C-2 Preferred Stock — 1,370,168 contracts (Indirect, See Note 2);
Series D Preferred Stock — 737,962 contracts (Indirect, See Note 2);
Series A Preferred Stock — 954,990 contracts (Indirect, See Note 3);
Series B Preferred Stock — 402,273 contracts (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.
FAQ
What does the SpyGlass Pharma (SGP) Form 3 filed by Scott D. Sandell report?
The Form 3 reports Scott D. Sandell as a 10% owner of SpyGlass Pharma, disclosing his indirect holdings in several preferred stock series through NEA 16 and NEA 17 funds, which are structured via general partner entities he helps manage.
Which SpyGlass Pharma preferred stock series are linked to NEA 17 in this Form 3?
NEA 17 is reported as directly holding SpyGlass Pharma Series B, Series C-1, Series C-2, and Series D Preferred Stock. These positions are reported indirectly for Sandell because he is a manager of NEA 17’s general partner entities, with a disclaimer as to portions without pecuniary interest.
How are NEA 16’s SpyGlass Pharma preferred holdings described in the Form 3?
NEA 16 is disclosed as the direct beneficial owner of Series A Preferred Stock and an additional block of Series B Preferred Stock. Sandell is a manager of NEA 16’s general partner structure and disclaims beneficial ownership of any portions where he lacks a pecuniary interest.
What conversion terms apply to SpyGlass Pharma preferred stock in this filing?
All SpyGlass Pharma preferred stock referenced will automatically convert one-for-one into common stock before the closing of the company’s initial public offering. Each preferred share becomes one common share, aligning the reported preferred positions with future common equity exposure.
Does Scott D. Sandell claim full beneficial ownership of the reported SpyGlass Pharma securities?
No. Sandell reports the positions indirectly through NEA 16 and NEA 17 structures and explicitly disclaims beneficial ownership of any portion of the securities in which he has no pecuniary interest, limiting his claimed economic stake to relevant portions only.
Are the SpyGlass Pharma preferred holdings in this Form 3 direct or indirect for Scott D. Sandell?
All reported positions are indirect. The securities are directly owned by NEA 16 and NEA 17 limited partnerships, while Sandell appears as a manager of their general partners, leading to indirect reporting rather than direct personal share ownership.
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