SANDELL SCOTT D 4

What Happened
Scott D. Sandell (reported as a 10% owner) made a $15.0 million purchase of 937,500 SpyGlass Pharma (SGP) shares at $16.00 per share on Feb 9, 2026. On the same date, a total of 6,454,801 shares of preferred stock automatically converted one-for-one into common stock prior to the company's IPO (these show up in the filing as conversions of derivative securities). The $15M open-market/private purchase is a clear buy transaction; conversions reflect restructuring of previously held preferred shares into common, not market sales.

Key Details

• Transaction date: February 9, 2026; Form 4 filed Feb 11, 2026 (timely filing).
• Purchase: 937,500 shares @ $16.00 = $15,000,000.
• Automatic conversions: 6,454,801 preferred shares converted one-for-one into common stock (multiple conversion line items in the filing). The filing also shows corresponding dispositions of the derivative instruments (reflecting the conversion).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes of note:
  • F1: Preferred stock automatically converted one-for-one into common prior to IPO closing.
  • F2/F3: Sandell is a manager of NEA fund general partner entities; he disclaims beneficial ownership of any portions of the securities held by NEA funds in which he has no pecuniary interest.
• Filing timeliness: Reported within the typical Form 4 window (filed two business days after the Feb 9 transactions).

Context

• The conversion entries are derivative conversions (preferred → common) and are not open-market sales; the "disposed" derivative lines represent the cancellation/termination of the derivative security upon conversion.
• As a reported 10% owner and manager of NEA-related entities, Sandell’s trading may reflect institutional/fund activity rather than a personal executive trade. Purchases like this are often considered more informative than routine sales, but they do not guarantee future stock performance.