Fairmount Healthcare Fund II L.P. 4

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.