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SpyGlass Pharma (SGP) 10% owner converts preferred, buys shares

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

Rhea-AI Filing Summary

SpyGlass Pharma 10% owner Chang Carmen, through New Enterprise Associates funds, reported multiple indirect transactions on February 9, 2026. All Series A, B, C-1, C-2 and D preferred stock automatically converted on a one-for-one basis into common stock in connection with SpyGlass Pharma’s initial public offering. In addition, an affiliated fund indirectly purchased 937,500 shares of common stock at $16 per share. The filing notes that Carmen disclaims beneficial ownership of portions of NEA 16 and NEA 17 holdings in which there is no pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Chang Carmen
Role 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Chang Carmen
(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)
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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Chang Carmen report for SpyGlass Pharma (SGP)?

Chang Carmen reported indirect transactions where New Enterprise Associates funds converted multiple series of preferred stock into common stock and bought 937,500 common shares at $16. These moves coincided with SpyGlass Pharma’s initial public offering on February 9, 2026, and are disclosed as indirect holdings.

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

An entity associated with Chang Carmen indirectly purchased 937,500 shares of SpyGlass Pharma common stock at $16 per share. This transaction is coded as an open-market or private purchase and increased the indirectly held common stock position reported in the Form 4 filing.

Which SpyGlass Pharma preferred shares converted into common stock in this Form 4?

All outstanding Series A, Series B, Series C-1, Series C-2, and Series D preferred stock automatically converted on a one-for-one basis into common stock. This automatic conversion occurred before the closing of SpyGlass Pharma’s initial public offering on February 9, 2026, as described in the footnotes.

Are the SpyGlass Pharma shares held directly by Chang Carmen?

The shares are reported as held indirectly through New Enterprise Associates funds NEA 16 and NEA 17. The filing explains that Chang Carmen is a manager of the general partners of these funds and disclaims beneficial ownership of portions where there is no pecuniary interest.

Why did SpyGlass Pharma preferred stock automatically convert in this transaction?

The filing states that all preferred stock automatically converted on a one-for-one basis into common stock prior to the closing of SpyGlass Pharma’s initial public offering on February 9, 2026. This type of automatic conversion is typically triggered by IPO-related terms in the preferred stock agreements.

What ownership role does Chang Carmen have in SpyGlass Pharma (SGP)?

The Form 4 identifies Chang Carmen as a 10% owner of SpyGlass Pharma. However, the reported holdings are indirect, through NEA 16 and NEA 17 funds, and the filing specifies that beneficial ownership is disclaimed for any portions where there is no pecuniary interest.