Nielsen Kirk G. 4

4 · SpyGlass Pharma, Inc. · Filed Feb 10, 2026

AI-generated summary of this filing

Updated Feb 10, 2026

SpyGlass Pharma (SGP) Director Kirk G. Nielsen Buys 165,000 Shares

What Happened

Kirk G. Nielsen, a director of SpyGlass Pharma (SGP), made an open-market/private purchase of 165,000 shares on 2026-02-09 at $16.00 per share for a total of $2,640,000. The Form 4 also reports multiple automatic conversions of preferred/derivative securities into common stock on the same date (reported as "Conversion of derivative security (C)").
Conversion entries in the filing include several acquired conversion amounts (totaling 3,145,619 shares) and several disposition conversion amounts (totaling 18,033,525 shares). These conversion entries are non-cash, automatic conversions tied to the company's initial public offering.

Key Details

Transaction date: 2026-02-09; Form 4 filed 2026-02-10 (appears timely).
Purchase: 165,000 shares @ $16.00, total $2,640,000 (code P).
Conversions (code C): multiple entries converting preferred into common — acquired conversions: 1,690,230; 548,067; 548,067; 359,255. Disposed conversions: 9,689,922; 3,142,015; 3,142,015; 2,059,573 (all reported as derivative conversions).
Footnote F1: Series B, C‑1, C‑2 and D preferred stock automatically converted to common on a 1-for-5.7329 basis immediately prior to the IPO (non-cash).
Footnote F2: Some shares are held directly by Vensana Capital I, L.P.; Nielsen is a managing director of the GP and may be deemed to share voting/investment power but disclaims beneficial ownership of those securities per the filing.
Shares owned after the transactions: not specified in the summary details provided here—see the Form 4 for total beneficial ownership counts.

Context

The conversion entries reflect automatic preferred-to-common conversions tied to the IPO (per F1) and are non-cash corporate actions, not open-market sales. Such conversions are routine in IPO processes.
The 165,000-share purchase (P) is a direct acquisition by Nielsen and is the clearest "buy" signal in this filing; purchases by insiders are often of particular interest to retail investors.

Form 4

Period: 2026-02-09

Director

Transactions

Conversion
Common Stock
[F1][F2]
2026-02-09+1,690,230→ 1,690,230 total(indirect: See footnote)
Conversion
Common Stock
[F1][F2]
2026-02-09+548,067→ 2,238,297 total(indirect: See Footnote)
Conversion
Common Stock
[F1][F2]
2026-02-09+548,067→ 2,786,364 total(indirect: See Footnote)
Conversion
Common Stock
[F1][F2]
2026-02-09+359,255→ 3,145,619 total(indirect: See Footnote)
Purchase
Common Stock
[F2]
2026-02-09$16.00/sh+165,000$2,640,000→ 3,310,619 total(indirect: See Footnote)
Conversion
Series B Preferred Stock
[F1][F2]
2026-02-09−9,689,922→ 0 total(indirect: See Footnote)
→ Common Stock (1,690,230 underlying)
Conversion
Series C-1 Preferred Stock
[F1][F2]
2026-02-09−3,142,015→ 0 total(indirect: See Footnote)
→ Common Stock (548,067 underlying)
Conversion
Series C-2 Preferred Stock
[F1][F2]
2026-02-09−3,142,015→ 0 total(indirect: See Footnote)
→ Common Stock (548,067 underlying)
Conversion
Series D Preferred Stock
[F1][F2]
2026-02-09−2,059,573→ 0 total(indirect: See Footnote)
→ Common Stock (359,255 underlying)

Footnotes (2)

[F1]Each of the Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, and Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-5.7329 basis without payment of further consideration immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
[F2]These shares are held directly by Vensana Capital I, L.P. ("Vensana I"). Vensana Capital I GP, LLC ("Vensana GP I") is the general partner of Vensana I. Each of the Reporting Person, a member of the Issuer's board of directors, and Peter Justin Klein (the "GP I Managing Directors") is a managing director of Vensana GP I. Each of Vensana GP I and the GP I Managing Directors, in their capacities with respect to Vensana GP I, may be deemed to share voting, investment and dispositive power with respect to the shares held by Vensana I. Each of Vensana GP I and the GP I Managing Directors disclaims beneficial ownership of the these securities and this report shall not be deemed an admission that any one of Vensana GP I or the GP I Managing Directors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Signature

/s/ Steven Schwen, as attorney-in-fact for Kirk Nielsen|2026-02-10

1 file