Mathers Edward T 4

What Happened
Edward T. Mathers — reported as a 10% owner via NEA-related entities — acquired 937,500 shares of SpyGlass Pharma (SGP) on February 9, 2026 at $16.00 per share for a total cash outlay of $15,000,000. On the same date, multiple series of the issuer’s preferred stock were automatically converted one-for-one into common shares, resulting in the conversion of a total of 5,097,538 shares of common stock (reported as derivative conversions).

Key Details

• Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (appears timely).
• Cash purchase: 937,500 shares @ $16.00 = $15,000,000 (transaction code P).
• Conversions: Four automatic preferred-to-common conversions totaling 5,097,538 shares (transaction code C). The filing shows both the acquisition of common shares via conversion and the corresponding disposition of the derivative preferred interests (reflecting the conversion).
• Shares owned after transaction: Not specified in the provided summary of the filing.
• Footnotes:
  • F1 — All preferred shares converted automatically on a one-for-one basis to common prior to the IPO closing on Feb 9, 2026.
  • F2 — Mathers is a manager of NEA 17 GP, the general partner of NEA Partners 17 and NEA 17; the filing disclaims beneficial ownership of any portion in which Mathers has no pecuniary interest (this is an institutional ownership structure, not a typical executive trade).

Context

• The preferred-to-common conversions were automatic and tied to the company’s IPO mechanics — they are not option exercises or open-market sales. The “disposed” derivative entries reflect the conversion of the preferred instruments, not a sale of the newly converted common shares.
• The $15M purchase is a material cash investment by the reporting person’s related entity and represents an acquisition (a stronger signal to investors than a routine sale), though the filing does not state the filer’s motivation.
• Because Mathers is reported via NEA partnership structures and is designated a 10% owner, this activity reflects institutional/affiliate ownership moves rather than routine executive compensation transactions.