SpyGlass Pharma (SGP) 10% owner reports indirect preferred stock holdings
Rhea-AI Filing Summary
SpyGlass Pharma, Inc. 10% owner Paul Edward Walker filed an initial ownership report showing indirect holdings of multiple series of preferred stock as of February 5, 2026. These include Series A, B, C-1, C-2 and D preferred shares, each convertible into common stock on a one-for-one basis before the company’s initial public offering.
The preferred shares reported are held through New Enterprise Associates funds NEA 16 and NEA 17, via their general partner entities. Walker is a manager of the relevant general partners and disclaims beneficial ownership of any portions in which he has no pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Walker Paul Edward
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 SpyGlass Pharma (SGP) disclose in this Form 3 filing?
The filing discloses initial beneficial ownership of several preferred stock series in SpyGlass Pharma. These indirect holdings, tied to NEA 16 and NEA 17 funds, are reported by 10% owner Paul Edward Walker as of February 5, 2026, with specific conversion terms into common stock.
Which securities does Paul Edward Walker report owning in SpyGlass Pharma (SGP)?
He reports indirect beneficial ownership of Series A, Series B, Series C-1, Series C-2 and Series D preferred stock. Each preferred share is convertible into one share of SpyGlass Pharma common stock before the closing of the company’s initial public offering of its common stock.
What conversion terms apply to SpyGlass Pharma (SGP) preferred stock in this filing?
All reported preferred stock shares automatically convert on a one-for-one basis into common stock. This automatic conversion occurs prior to the closing of SpyGlass Pharma’s initial public offering of its common stock, aligning preferred holders with common equity before the IPO completes.
Why does Paul Edward Walker disclaim certain beneficial ownership in SpyGlass Pharma (SGP)?
He disclaims beneficial ownership of portions of the NEA 16 and NEA 17 holdings in which he has no pecuniary interest. The filing explains that NEA 16 and NEA 17 are the direct beneficial owners, and Walker’s role is as a manager of their respective general partner entities.
Is the SpyGlass Pharma (SGP) Form 3 reporting a trade or just holdings?
The Form 3 reports existing indirect holdings of SpyGlass Pharma preferred stock rather than a new purchase or sale. It establishes Paul Edward Walker’s beneficial ownership position as a 10% owner at the time of the filing, including details about conversion to common stock before the IPO.