Fairmount Healthcare Fund II L.P. 4
4 · Oruka Therapeutics, Inc. · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Oruka Therapeutics (ORKA) 10% Owner Fairmount Sells 3.55M Shares
What Happened
- Fairmount Funds Management LLC (reported as a 10% owner / investment manager) converted 42,641 shares of Series B Convertible Preferred Stock into 3,553,410 shares of Oruka Therapeutics common stock on July 1, 2026 (conversion ratio: 83.3332 shares of common per preferred). Those 3,553,410 common shares were immediately sold in an open-market transaction at $84.43 per share for total proceeds of $300,014,406. The conversion was for no cash consideration per the issuer’s Certificate of Designation. This is a disposal (sale), not a purchase.
Key Details
- Transaction date: 2026-07-01
- Conversion: 42,641 Series B preferred → 3,553,410 common (conversion ratio 83.3332)
- Open-market sale: 3,553,410 shares at $84.43 each; proceeds $300,014,406
- Additional conversion line in filing shows the derivative conversion (disposition) of the 42,641 preferred shares (no cash)
- Shares owned after transaction: not specified in the Form 4
- Footnotes: conversion subject to a 19.99% beneficial ownership limitation; Fairmount is the investment manager for funds and its managers disclaim beneficial ownership except for pecuniary interest; Peter Harwin (a managing member) also serves on Oruka’s board (filing notes possible deputization)
- Timeliness: filing dated July 1, 2026, same day as the transactions — no late filing indicated
Context
- This was a conversion of preferred shares to common followed by an immediate sale — effectively a disposition of the converted common shares rather than a market buy or exercise-plus-hold. For retail investors, purchases are typically a stronger signal of personal bullishness; this filing documents an institutional liquidation after conversion. Because Fairmount is an investment manager acting for funds (not an individual executive), the filing reflects fund activity and includes standard disclaimers about beneficial ownership.
Insider Transaction Report
Form 4
Fairmount Funds Management LLC
Director10% Owner
Transactions
- Conversion
Common Stock
[F1][F2]2026-07-01+3,553,410→ 4,685,364 total(indirect: By Fairmount Healthcare Fund II L.P.) - Sale
Common Stock
[F2]2026-07-01$84.43/sh−3,553,410$300,014,406→ 1,131,954 total(indirect: By Fairmount Healthcare Fund II L.P.) - Conversion
Series B Preferred Stock
[F1][F2]2026-07-01−42,641→ 94,497 total(indirect: By Fairmount Healthcare Fund II L.P.)→ Common Stock (3,553,410 underlying)
Holdings
- 2,573,308(indirect: By Fairmount Healthcare Co-Invest III L.P.)
Common Stock
[F2]
Footnotes (2)
- [F1]Each share of Series B Preferred Stock is convertible at the option of the holder into 83.3332 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On July 1, 2026, the Reporting Persons converted 42,641 shares of Series B Preferred Stock into 3,553,410 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designation for the Series B Convertible Preferred Stock.
- [F2]Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest III L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.