Behbahani Ali 4
4 · SpyGlass Pharma, Inc. · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
SpyGlass Pharma (SGP) 10% Owner Behbahani Ali Buys $15M Stock
What Happened Behbahani Ali, reported as a 10% owner, on February 9, 2026 completed a purchase of 937,500 shares at $16.00 per share for a total cash outlay of $15,000,000. On the same date several derivative securities converted into common stock (automatic one-for-one conversion of preferred into common ahead of the company’s IPO), resulting in an additional 6,454,801 shares being issued to the reporting entity. The filing shows both the conversion (acquired common stock) and the corresponding derivative extinguishment (listed as disposed).
Key Details
- Date of transactions: February 9, 2026; Form 4 filed February 11, 2026 (appears timely).
- Open-market/private purchase: 937,500 shares @ $16.00 = $15,000,000 (Transaction code P).
- Derivative conversions (Transaction code C) into common stock on a one-for-one basis: 1,619,240; 1,370,168; 1,370,168; 737,962; 954,990; 402,273 — total 6,454,801 shares (price N/A due to conversion).
- Total common shares acquired on Feb 9 (cash + conversions): 7,392,301 shares.
- Shares owned after transaction: not specified in the excerpt of the filing.
- Relevant footnotes: F1 — automatic one-for-one preferred→common conversion prior to IPO; F2/F3 — the reporting person is a manager of NEA GP entities (institutional ownership structure) and disclaims beneficial ownership where no pecuniary interest exists.
- Filing timeliness: filed within two business days of the transaction date (no late filing flag in this report).
Context
- The conversions reflect a corporate event (preferred stock converting to common ahead of the IPO) rather than an option exercise or standalone trade; the “disposed” derivative entries reflect the extinguishment of those derivative/preferred instruments upon conversion.
- The $15M cash purchase is a straightforward buy and is generally more notable to retail investors than routine conversions. However, the reporting person’s relationship to NEA funds indicates this is institutional/venture-capital-related ownership rather than a typical executive/director personal trade.
- Nothing in the filing proves intent or predicts stock performance; it simply reports the acquisition and the conversion events.
Insider Transaction Report
Form 4
Behbahani Ali
Director10% 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