Chang Carmen 4
4 · SpyGlass Pharma, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
SpyGlass Pharma (SGP) 10% Owner Chang Carmen Buys 937,500 Shares
What Happened Chang Carmen, listed as a 10% owner of SpyGlass Pharma (SGP), purchased 937,500 shares in an open-market/private purchase at $16.00 per share on February 9, 2026, for a total cash outlay of $15,000,000. At the same time the filing shows conversions of derivative securities (preferred stock that converted one-for-one into common stock prior to the IPO) into common stock — a total of 6,454,801 shares were converted into common stock on Feb 9, 2026. The derivative lines in the Form 4 reflect acquisition of common shares and corresponding disposition/retirement of the derivative instruments.
Key Details
- Transaction date: February 9, 2026 (filed Feb 11, 2026)
- Purchase: 937,500 shares at $16.00 = $15,000,000
- Derivative conversions: 6,454,801 shares converted into common stock (multiple conversion entries)
- Transaction codes: P = purchase; C = conversion of derivative security (acquire common / dispose derivative)
- Shares owned after transaction: not specified in the provided excerpt of the filing
- Notable footnotes:
- F1: Preferred shares automatically converted one-for-one into common stock prior to the IPO closing on Feb 9, 2026.
- F2 & F3: relate to NEA fund reporting/disclaimer language (manager/disclaimer of beneficial ownership) included elsewhere in the filing.
- Timeliness: Filed on Feb 11, 2026 for Feb 9 transactions — appears timely (Form 4 is due within two business days).
Context
- The $15.0M cash purchase is a sizeable insider buy and may be of interest to investors, while the derivative conversions reflect standard pre-IPO mechanics (preferred → common) rather than a market trade.
- As a reported 10% owner, this filing documents a substantial stake adjustment and conversions rather than routine executive compensation sales or option exercises.
- The filing is factual and does not indicate the insider's motivation; conversions are mechanical per the IPO terms and the purchase is a direct acquisition of common shares.
Insider Transaction Report
Form 4
Chang Carmen
10% Owner
Transactions
- Conversion
Common Stock
[F1][F2]2026-02-09+1,619,240→ 1,619,240 total(indirect: See Note 2) - Conversion
Common Stock
[F1][F2]2026-02-09+1,370,168→ 2,989,408 total(indirect: See Note 2) - Conversion
Common Stock
[F1][F2]2026-02-09+1,370,168→ 4,359,576 total(indirect: See Note 2) - Conversion
Common Stock
[F1][F2]2026-02-09+737,962→ 5,097,538 total(indirect: See Note 2) - Purchase
Common Stock
[F2]2026-02-09$16.00/sh+937,500$15,000,000→ 6,035,038 total(indirect: See Note 2) - Conversion
Common Stock
[F1][F3]2026-02-09+954,990→ 954,990 total(indirect: See Note 3) - Conversion
Common Stock
[F1][F3]2026-02-09+402,273→ 1,357,263 total(indirect: See Note 3) - Conversion
Series B Preferred Stock
[F1][F2]2026-02-09−1,619,240→ 0 total(indirect: See Note 2)→ Common Stock (1,619,240 underlying) - Conversion
Series C-1 Preferred Stock
[F1][F2]2026-02-09−1,370,168→ 0 total(indirect: See Note 2)→ Common Stock (1,370,168 underlying) - Conversion
Series C-2 Preferred Stock
[F1][F2]2026-02-09−1,370,168→ 0 total(indirect: See Note 2)→ Common Stock (1,370,168 underlying) - Conversion
Series D Preferred Stock
[F1][F2]2026-02-09−737,962→ 0 total(indirect: See Note 2)→ Common Stock (737,962 underlying) - Conversion
Series A Preferred Stock
[F1][F3]2026-02-09−954,990→ 0 total(indirect: See Note 3)→ Common Stock (954,990 underlying) - Conversion
Series B Preferred Stock
[F1][F3]2026-02-09−402,273→ 0 total(indirect: See Note 3)→ Common Stock (402,273 underlying)
Footnotes (3)
- [F1]All shares of the preferred stock, par value $0.00001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock"), prior to the closing of the Issuer's initial public offering of its Common Stock on February 9, 2026.
- [F2]The Reporting Person is a manager of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. ("NEA Partners 17"). NEA Partners 17 is the sole general partner of New Enterprise Associates 17, L.P. ("NEA 17"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise of such portion of the securities held by NEA 17 in which the Reporting Person has no pecuniary interest.
- [F3]The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Exchange Act or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest.
Signature
/s/ Zachary Bambach, attorney-in-fact|2026-02-11