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Form 4: RA CAPITAL MANAGEMENT, reports acquisition/exercise transactions in SGP

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RA CAPITAL MANAGEMENT, L.P. reported acquisition or exercise transactions in a Form 4 filing for SGP. The filing lists transactions totaling 27,400 shares. Following the reported transactions, holdings were 27,400 shares.

Positive

  • None.

Negative

  • None.
Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund III, L.P., Kolchinsky Peter, Shah Rajeev M.
Role Director, 10% Owner | Director, 10% Owner | Director | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 27,400 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 27,400 shares (Indirect, See footnotes)
Footnotes (1)
  1. This option was granted to Dr. Zachary Scheiner pursuant to the Issuer's non-employee director compensation policy. Subject to Dr. Scheiner's continuing as an Outside Director (as defined in the Issuer's 2026 Equity Incentive Plan) through such applicable vesting date, one thirty-sixth (1/36th) of the shares subject to the option shall vest each month following the Date of Grant on the same day of the month as the Date of Grant (and if there is no corresponding day, on the last day of the month). "Date of Grant" shall mean February 5, 2026. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Under Dr. Scheiner,'s arrangement with the Adviser, Dr. Scheiner holds the option for the benefit of the Fund and the Nexus Fund III. Dr. Scheiner is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
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*
RA CAPITAL MANAGEMENT, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(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)
02/05/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
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
Stock Option (right to buy) $16 02/05/2026 A 27,400 (1) 02/05/2036 Common Stock 27,400 $0 27,400 I See footnotes(1)(2)(3)
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.
(Last) (First) (Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP
(Last) (First) (Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund III, L.P.
(Last) (First) (Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kolchinsky Peter
(Last) (First) (Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shah Rajeev M.
(Last) (First) (Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This option was granted to Dr. Zachary Scheiner pursuant to the Issuer's non-employee director compensation policy. Subject to Dr. Scheiner's continuing as an Outside Director (as defined in the Issuer's 2026 Equity Incentive Plan) through such applicable vesting date, one thirty-sixth (1/36th) of the shares subject to the option shall vest each month following the Date of Grant on the same day of the month as the Date of Grant (and if there is no corresponding day, on the last day of the month). "Date of Grant" shall mean February 5, 2026.
2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
3. Under Dr. Scheiner,'s arrangement with the Adviser, Dr. Scheiner holds the option for the benefit of the Fund and the Nexus Fund III. Dr. Scheiner is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
Remarks:
Dr. Zachary Scheiner, a Principal of the Adviser, serves on the Issuer's board of directors.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. 02/09/2026
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P. 02/09/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P. 02/09/2026
/s/ Peter Kolchinsky, individually 02/09/2026
/s/ Rajeev Shah, individually 02/09/2026
** 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 transaction did SpyGlass Pharma (SGP) report on this Form 4?

SpyGlass Pharma reported a grant of a stock option for 27,400 shares of common stock at a $16 exercise price to director Dr. Zachary Scheiner. The option was reported as an indirect, derivative security acquisition on February 5, 2026, with 27,400 options held afterward.

How does the 27,400-share stock option for SpyGlass Pharma (SGP) vest?

The 27,400-share option vests in 36 equal monthly installments, with one thirty-sixth vesting each month after the February 5, 2026 grant date. Vesting continues only while Dr. Zachary Scheiner serves as an outside director under the company’s 2026 Equity Incentive Plan.

Who are the reporting persons on the SpyGlass Pharma (SGP) Form 4?

Reporting persons include RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund III, L.P., and individuals Peter Kolchinsky and Rajeev Shah. They report indirect ownership of the option and disclaim beneficial ownership except for their respective pecuniary interests in the securities.

What is the relationship between Dr. Zachary Scheiner and RA Capital in this SpyGlass Pharma (SGP) filing?

Dr. Zachary Scheiner is a principal of RA Capital Management, L.P. and serves on SpyGlass Pharma’s board. Under his arrangement with RA Capital, he holds the option for the benefit of RA Capital Healthcare Fund and RA Capital Nexus Fund III, turning over any net value to the adviser.

How is beneficial ownership of the SpyGlass Pharma (SGP) option described in the Form 4 footnotes?

The footnotes state that RA Capital Management, its related funds, and individuals Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership of the reported option and underlying common stock, except to the extent of their respective pecuniary interests. The option is held for the benefit of specified RA Capital funds.

What type of security was acquired in the SpyGlass Pharma (SGP) insider transaction?

The filing reports acquisition of a derivative security described as a stock option, a right to buy SpyGlass Pharma common stock. It covers 27,400 underlying shares at a $16 exercise price, carries a zero reported purchase price, and was reported as indirectly owned following the transaction.