Fairmount Healthcare Fund II L.P. 4

What Happened

• Fairmount Funds Management LLC, reported as a 10% owner, was granted a derivative award: an option to purchase 9,136 shares of Oruka Therapeutics, Inc. (ORKA) on 2026-06-02. The grant is reported at $0.00 (no cash exchanged on the Form 4). This is an option grant (award), not an immediate purchase of common stock.

Key Details

• Transaction date: 2026-06-02; filing date: 2026-06-03 (timely filing).
• Reported amount: option to acquire 9,136 shares; transaction code A (award/grant); reported price $0.00.
• Vesting: vests 1/12 of the option each month beginning June 2, 2026, subject to the recipient’s continued service (see footnote F1).
• Ownership after transaction: not specified in the filing.
• Footnotes: F2 explains Fairmount is the investment manager for two funds (Fairmount Healthcare Fund II LP and Fairmount Healthcare Co‑Invest III L.P.). Managers Peter Harwin and Tomas Kiselak disclaim beneficial ownership except for their pecuniary interest; Harwin holds the option for one or more Fairmount-managed vehicles and must turn over net proceeds to the fund(s).
• Additional remark: filing notes Fairmount and the two funds “may each be deemed a director by deputization” because Peter Harwin serves on Oruka’s board.

Context

• This was an option grant (derivative award), not an exercise or sale; it does not represent immediate transfer of shares. Vesting over 12 months means shares become purchasable gradually if service conditions are met.
• As a reported 10% owner and investment manager, this is institutional/investment-related activity rather than a personal executive stock purchase. The footnotes clarify who holds economic interests and who disclaims beneficial ownership.