Dimension Capital II, L.P. 4

What Happened
Dimension Capital II, L.P. (reported as a Director-level holder) made an open-market purchase of 1,111,111 shares of Odyssey Therapeutics (ODTX) on 2026-05-08 at $18.00 per share, costing $19,999,998. The Form 4 also reports entries showing conversion of derivative/preferred securities into common stock (line items for 1,709,543 shares acquired and 16,611,626 shares shown as a derivative conversion/disposition), reflecting automatic conversions tied to the issuer’s IPO and related reverse-split adjustments (see footnotes).

Key Details

• Transaction date: 2026-05-08; Form 4 filed: 2026-05-12 (filed 4 days after the transaction; later than the typical 2-business-day Section 16 deadline).
• Open-market purchase: 1,111,111 shares at $18.00 each = $19,999,998 total. (Transaction code: P)
• Derivative conversions: reported conversion entries of 1,709,543 shares (acquired) and 16,611,626 shares (derivative disposition/conversion) (transaction code: C). Footnotes indicate these reflect automatic conversion of Series D preferred into common on a 1-for-9.7170 basis before the IPO and give effect to a reverse stock split. (Footnotes F1, F4)
• Ownership after transaction: not specified in the provided summary of the Form 4.
• Beneficial-interest note: Dimension Capital II is an investment vehicle; related management and GP entities (and three named members) disclaim direct beneficial ownership except for indirect pecuniary interests; Nan Li (one member) is a company director. (Footnotes F2–F3)

Context

• The $20M open-market buy is a clear purchase (a more informative signal to investors than routine sales). The derivative conversion lines appear to be corporate-transaction bookkeeping (automatic preferred-to-common conversions tied to the IPO and reverse split) rather than separate economic purchases or sales.
• This report is from an institutional holder/affiliate (Dimension Capital II), not an individual insider trading independently; the filing includes standard disclaimers of beneficial ownership by related entities.
• Filing timeliness: the Form 4 was filed after the typical 2-business-day window for Section 16 reporting; late filings can attract SEC scrutiny or require amendments but do not on their own indicate wrongdoing.