Carroll Jill 4
4 · Avalyn Pharma Inc. · Filed May 1, 2026
Research Summary
AI-generated summary of this filing
Avalyn Pharma (AVLN) Director Jill Carroll Buys $5M Stock
What Happened
Jill Carroll, a Director of Avalyn Pharma (AVLN), made an open-market purchase of 277,778 shares at $18.00 per share on May 1, 2026, for a total of $5,000,004. The Form 4 also reports multiple automatic conversions of Series C‑1 and Series D convertible preferred securities into common stock on the same date immediately prior to the issuer’s initial public offering; those conversions were non‑cash and effected on a 1-for-19.2417 basis.
Key Details
- Transaction date: May 1, 2026. Open-market purchase (code P): 277,778 shares @ $18.00, total $5,000,004.
- Conversions (code C): reported as acquisitions of 1,419,298 and 489,486 common shares and reported dispositions of 27,309,719 and 9,418,561 shares — these reflect automatic conversions of Series C‑1 and Series D preferred into common stock. Conversions had no purchase price (N/A).
- Footnote: Series C‑1 and Series D preferred automatically converted into common on a one‑for‑19.2417 basis immediately before the IPO; both series had no expiration date.
- Ownership note: The converted securities are held directly by SR One Capital Fund II Aggregator, LP; Ms. Carroll is affiliated with SR One and disclaims beneficial ownership except to the extent of any pecuniary interest.
- Shares owned after the transactions: not specified in the provided excerpt.
- Filing timeliness: Reported period and filing date are the same (May 1, 2026) — filing appears timely.
Context
- The $5.0M open‑market purchase is a direct buy by the director and is a clear taxable/market purchase (P code). Purchases are often watched by retail investors as a potential positive signal, but filings are factual disclosures only.
- The conversion entries are non‑cash corporate actions (automatic preferred‑to‑common conversions tied to the IPO) and do not represent additional cash paid by the reporting person.
- The large converted amounts are attributed to an entity (SR One Fund II Aggregator) rather than personal holdings; Ms. Carroll disclaims beneficial ownership for Section 16 purposes except for any pecuniary interest.
Insider Transaction Report
Form 4
Carroll Jill
Director
Transactions
- Conversion
Common Stock
[F1][F2]2026-05-01+1,419,298→ 1,419,298 total(indirect: See Note 2) - Conversion
Common Stock
[F3][F2]2026-05-01+489,486→ 1,908,784 total(indirect: See Note 2) - Purchase
Common Stock
[F2]2026-05-01$18.00/sh+277,778$5,000,004→ 2,186,562 total(indirect: See Note 2) - Conversion
Series C-1 Convertible Preferred Stock
[F1][F2]2026-05-01−27,309,719→ 0 total(indirect: See Note 2)→ Common Stock (1,419,298 underlying) - Conversion
Series D Convertible Preferred Stock
[F3][F2]2026-05-01−9,418,561→ 0 total(indirect: See Note 2)→ Common Stock (489,486 underlying)
Footnotes (3)
- [F1]On May 1, 2026, each share of Series C-1 Convertible Preferred Stock (the "Series C-1 Preferred Stock") automatically converted into shares of Common Stock on a one-for-19.2417 basis without payment of further consideration immediately prior to the closing of the Issuer's initial public offering. The Series C-1 Preferred Stock had no expiration date.
- [F2]The securities are directly held by SR One Capital Fund II Aggregator, LP ("SR One Fund II Aggregator"). SR One Capital Partners II, LP ("SR One Partners II") serves as the general partner of SR One Fund II Aggregator, and SR One Capital Management, LLC serves as the general partner of SR One Partners II. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Fund II Aggregator, and a limited partner of SR One Partners II. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
- [F3]On May 1, 2026, each share of Series D Convertible Preferred Stock (the "Series D Preferred Stock") automatically converted into shares of Common Stock on a one-for-19.2417 basis without payment of further consideration immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date.
Signature
/s/ Sasha Keough, attorney-in-fact for Jill Carroll|2026-05-01