Carroll Jill 4

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.