4//SEC Filing
ROOT JONATHAN D 4
Accession 0000950170-25-098529
CIK 0001794546other
Filed
Jul 23, 8:00 PM ET
Accepted
Jul 24, 8:27 PM ET
Size
35.3 KB
Accession
0000950170-25-098529
Insider Transaction Report
Form 4
CARLSMED, INC.CARL
ROOT JONATHAN D
Director
Transactions
- Conversion
Common Stock
2025-07-24+2,948,794→ 2,948,794 total(indirect: See footnotes) - Conversion
Common Stock
2025-07-24+825,135→ 3,773,929 total(indirect: See footnotes) - Conversion
Common Stock
2025-07-24+26,993→ 218,524 total(indirect: See footnotes) - Conversion
Series A Preferred Stock
2025-07-24−2,948,794→ 0 total(indirect: See footnotes)→ Common Stock (2,948,794 underlying) - Conversion
Common Stock
2025-07-24+531,877→ 4,305,806 total(indirect: See footnotes) - Conversion
Common Stock
2025-07-24+1,117,743→ 1,117,743 total(indirect: See footnotes) - Conversion
Series A Preferred Stock
2025-07-24−149,655→ 0 total(indirect: See footnotes)→ Common Stock (149,655 underlying) - Conversion
Series C Preferred Stock
2025-07-24−26,993→ 0 total(indirect: See footnotes)→ Common Stock (26,993 underlying) - Conversion
Series C Preferred Stock
2025-07-24−1,117,743→ 0 total(indirect: See footnotes)→ Common Stock (1,117,743 underlying) - Award
Common Stock
2025-07-22+17,333→ 17,333 total - Conversion
Common Stock
2025-07-24+149,655→ 149,655 total(indirect: See footnotes) - Conversion
Common Stock
2025-07-24+41,876→ 191,531 total(indirect: See footnotes) - Conversion
Series C Preferred Stock
2025-07-24−531,877→ 0 total(indirect: See footnotes)→ Common Stock (531,877 underlying) - Conversion
Series B Preferred Stock
2025-07-24−41,876→ 0 total(indirect: See footnotes)→ Common Stock (41,876 underlying) - Purchase
Common Stock
2025-07-24$15.00/sh+466,666$6,999,990→ 483,999 total - Conversion
Series B Preferred Stock
2025-07-24−825,135→ 0 total(indirect: See footnotes)→ Common Stock (825,135 underlying)
Footnotes (9)
- [F1]Constitute an award of restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. The RSUs will vest in equal annual installments over three years.
- [F2]Includes 17,333 unvested restricted stock units convertible into approximately 17,333 shares of the Issuer's common stock.
- [F3]Stock held by U.S. Venture Partners XII, L.P. ("USVP XII").
- [F4]Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-A").
- [F5]Stock held by U.S. Venture Partners Select Fund I, L.P., ("USVP SFI") on its own behalf and as nominee for U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A").
- [F6]Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C ("PMG SFI," and, together with USVP XII, USVP XII-A, USVP SFI, USVP SFI-A, and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. The Reporting Person is a managing member of PMG XII and PMG SFI and may be deemed to share voting and dispositive power over the stock held by USVP. The Reporting Person disclaims beneficial ownership of such stock, except to the extent of any pecuniary interest therein.
- [F7]These securities were previously reported on a Form 3 filed by the Reporting Person as preferred stock of the Issuer. Each share of preferred stock of the Issuer converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering on a 1-to-1 basis without payment of additional consideration. The preferred stock has no expiration date.
- [F8]Includes 466,666 shares of the Issuer's common stock purchased by the Reporting Person in the Issuer's initial public offering at the public offering price of $15.00 per share. The purchase was made directly from the underwriters in connection with the offering.
- [F9]Includes (i) 466,666 shares of the Issuer's common stock purchased by the reporting person in the Issuer's initial public offering at the public offering price of $15.00 per share, and (ii) 17,333 unvested RSUs convertible into approximately 17,333 shares of the Issuer's common stock. The RSUs will vest in equal annual installments over three years.
Documents
Issuer
CARLSMED, INC.
CIK 0001794546
Entity typeother
Related Parties
1- filerCIK 0001225480
Filing Metadata
- Form type
- 4
- Filed
- Jul 23, 8:00 PM ET
- Accepted
- Jul 24, 8:27 PM ET
- Size
- 35.3 KB