STOCK TITAN

NEA funds tied to SpyGlass (SGP) convert preferred stock and buy shares

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

SpyGlass Pharma, Inc. reported insider transactions involving entities associated with director and 10% owner Ali Behbahani on February 9, 2026. Several series of preferred stock automatically converted on a one-for-one basis into common stock immediately before the closing of the company’s initial public offering on that date.

The converted shares were held by New Enterprise Associates funds NEA 17 and NEA 16, for which Behbahani is a manager of the respective general partners. He disclaims beneficial ownership of portions in which he has no pecuniary interest. In addition, an NEA 17-related entity acquired 937,500 shares of common stock in an open‑market or private purchase at $16 per share, reported as indirect ownership.

Positive

  • None.

Negative

  • None.

Insights

IPO-triggered preferred conversions plus an indirect fund purchase were reported, with no insider sales.

The transactions show automatic conversion of multiple preferred series into common stock on February 9, 2026, immediately before SpyGlass Pharma’s initial public offering closed. These are structural capitalization changes typical at an IPO, not discretionary trades, and are reported as indirect holdings via NEA 16 and NEA 17.

Separately, an entity related to New Enterprise Associates 17, L.P. reported an indirect open‑market or private purchase of 937,500 SpyGlass common shares at $16 per share. Behbahani is a manager of the relevant general partners and disclaims beneficial ownership except to the extent of any pecuniary interest, so economic exposure sits primarily at the fund level.

Insider Behbahani Ali
Role Director, 10% Owner
Bought 937,500 shs ($15.00M)
Type Security Shares Price Value
Conversion Series B Preferred Stock 1,619,240 $0.00 --
Conversion Series C-1 Preferred Stock 1,370,168 $0.00 --
Conversion Series C-2 Preferred Stock 1,370,168 $0.00 --
Conversion Series D Preferred Stock 737,962 $0.00 --
Conversion Series A Preferred Stock 954,990 $0.00 --
Conversion Series B Preferred Stock 402,273 $0.00 --
Conversion Common Stock 1,619,240 $0.00 --
Conversion Common Stock 1,370,168 $0.00 --
Conversion Common Stock 1,370,168 $0.00 --
Conversion Common Stock 737,962 $0.00 --
Purchase Common Stock 937,500 $16.00 $15.00M
Conversion Common Stock 954,990 $0.00 --
Conversion Common Stock 402,273 $0.00 --
Holdings After Transaction: Series B Preferred Stock — 0 shares (Indirect, See Note 2); Series C-1 Preferred Stock — 0 shares (Indirect, See Note 2); Series C-2 Preferred Stock — 0 shares (Indirect, See Note 2); Series D Preferred Stock — 0 shares (Indirect, See Note 2); Series A Preferred Stock — 0 shares (Indirect, See Note 3); Common Stock — 1,619,240 shares (Indirect, See Note 2)
Footnotes (1)
  1. All shares of the preferred stock, par value $0.00001 per share, of the Issuer automatically 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 on February 9, 2026. 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. 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.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Behbahani Ali

(Last) (First) (Middle)
2855 SAND HILL ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SpyGlass Pharma, Inc. [ SGP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2026 C 1,619,240 A (1) 1,619,240 I See Note 2(2)
Common Stock 02/09/2026 C 1,370,168 A (1) 2,989,408 I See Note 2(2)
Common Stock 02/09/2026 C 1,370,168 A (1) 4,359,576 I See Note 2(2)
Common Stock 02/09/2026 C 737,962 A (1) 5,097,538 I See Note 2(2)
Common Stock 02/09/2026 P 937,500 A $16 6,035,038 I See Note 2(2)
Common Stock 02/09/2026 C 954,990 A (1) 954,990 I See Note 3(3)
Common Stock 02/09/2026 C 402,273 A (1) 1,357,263 I See Note 3(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 02/09/2026 C 1,619,240 (1) (1) Common Stock 1,619,240 (1) 0 I See Note 2(2)
Series C-1 Preferred Stock (1) 02/09/2026 C 1,370,168 (1) (1) Common Stock 1,370,168 (1) 0 I See Note 2(2)
Series C-2 Preferred Stock (1) 02/09/2026 C 1,370,168 (1) (1) Common Stock 1,370,168 (1) 0 I See Note 2(2)
Series D Preferred Stock (1) 02/09/2026 C 737,962 (1) (1) Common Stock 737,962 (1) 0 I See Note 2(2)
Series A Preferred Stock (1) 02/09/2026 C 954,990 (1) (1) Common Stock 954,990 (1) 0 I See Note 3(3)
Series B Preferred Stock (1) 02/09/2026 C 402,273 (1) (1) Common Stock 402,273 (1) 0 I See Note 3(3)
Explanation of Responses:
1. All shares of the preferred stock, par value $0.00001 per share, of the Issuer automatically 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 on February 9, 2026.
2. 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.
3. 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.
/s/ Zachary Bambach, attorney-in-fact 02/11/2026
** 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 4 (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.
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FAQ

What insider transactions did SpyGlass Pharma (SGP) report for Ali Behbahani?

SpyGlass Pharma reported that investment entities associated with director and 10% owner Ali Behbahani converted multiple preferred stock series into common stock and that an NEA 17‑related entity indirectly bought 937,500 common shares, all on February 9, 2026, around the company’s initial public offering.

How many SpyGlass Pharma (SGP) shares were purchased and at what price?

An entity related to New Enterprise Associates 17, L.P. indirectly purchased 937,500 shares of SpyGlass Pharma common stock at a price of $16 per share. This transaction was reported as an open‑market or private purchase and is attributed to a fund associated with director Ali Behbahani.

What happened to SpyGlass Pharma’s preferred stock on February 9, 2026?

All series of SpyGlass Pharma preferred stock mentioned in the filing automatically converted into common stock on a one‑for‑one basis. This conversion occurred immediately before the closing of the company’s initial public offering of common stock on February 9, 2026, simplifying its capital structure.

Who actually owns the SpyGlass Pharma shares linked to Ali Behbahani?

The reported SpyGlass Pharma shares are held by New Enterprise Associates funds NEA 17 and NEA 16. Ali Behbahani serves as a manager of their general partners but disclaims beneficial ownership of portions where he has no pecuniary interest, meaning the primary economic exposure lies with those investment funds.

Are the reported SpyGlass Pharma (SGP) transactions buys or conversions?

Most reported transactions are conversions of preferred stock into common stock, classified as derivative conversions rather than discretionary buys. Only one line item, for 937,500 common shares at $16 per share, is reported as an indirect open‑market or private purchase by an NEA 17‑related entity.