LEIDEN JEFFREY M 4

4 · Odyssey Therapeutics, Inc. · Filed May 11, 2026

AI-generated summary of this filing

Updated May 12, 2026

Odyssey Therapeutics (ODTX) Director Jeffrey M. Leiden Receives 626,220-Share Award

What Happened

Jeffrey M. Leiden, a director of Odyssey Therapeutics (ODTX), received a large equity award of 626,220 shares (derivative grant) on May 7, 2026 (no cash paid). He also made an open-market purchase of 5,000 shares on May 8, 2026 at $20.00 per share ($100,000). The Form 4 also reports multiple conversions/exercises of derivative securities around the issuer's IPO (several hundred thousand shares converted or exercised; many recorded with N/A share prices).

Key Details

Transaction dates and amounts:
- 2026-05-07: Grant/award — 626,220 shares (derivative award) at $0.00 (code A).
- 2026-05-08: Open-market purchase — 5,000 shares at $20.00, total $100,000 (code P).
- 2026-05-11: Multiple conversions/exercises of derivative securities (codes C and M) showing acquisitions and disposals totaling hundreds of thousands of shares; most conversion entries list price as N/A.
- 2026-05-11: Tax withholding — 17 shares withheld at $18.00 to cover exercise price (disposed; $306 reported).
Notable footnotes:
- Series B, C and D preferred automatically converted to common stock immediately prior to the IPO on specified conversion ratios (F1–F3, F7).
- Warrants were auto-exercised on a net exercise basis; 17 warrant shares were withheld to cover exercise price (F5–F6).
- Some securities are held of record by Racing Beach Ventures LLC; Leiden is a managing member and may be deemed beneficial owner (F4).
- The option award will vest in full on May 7, 2027 subject to continued service (F8).
Shares owned after the transactions: not specified in the supplied summary of the Form 4.
Filing/timeliness: Form 4 was filed May 11, 2026, reporting transactions dated May 7–11, 2026; filing does not indicate a late report.

Context

The 626,220-share entry is a grant/award (derivative-based) and does not reflect an open-market purchase; such awards are common around IPOs and executive/board compensation and are not, by themselves, a direct buy signal.
The 5,000-share open-market purchase on May 8 is a direct purchase by the director (a straightforward bullish signal by the insider, though small relative to the grant size).
Conversions and exercises relate to preferred-stock conversions and warrant net exercises that occurred immediately prior to the issuer’s IPO (per footnotes); these are corporate-transaction-driven adjustments rather than routine discretionary sales.

Form 4

Period: 2026-05-07

Director

Transactions

Purchase
Common Stock
2026-05-08$20.00/sh+5,000$100,000→ 270,198 total
Conversion
Common Stock
[F1][F2][F3][F4]
2026-05-11+28,698→ 28,698 total(indirect: See footnote)
Exercise/Conversion
Common Stock
[F5][F4]
2026-05-11+2,963→ 31,661 total(indirect: See footnote)
Tax Payment
Common Stock
[F5][F6][F4]
2026-05-11$18.00/sh−17$306→ 31,644 total(indirect: See footnote)
Conversion
Series B Convertible Preferred Stock
[F1][F7][F4]
2026-05-11−79,166→ 0 total(indirect: See footnote)
→ Common Stock (8,527 underlying)
Conversion
Series C Convertible Preferred Stock
[F2][F7][F4]
2026-05-11−100,000→ 0 total(indirect: See footnote)
→ Common Stock (10,291 underlying)
Conversion
Series D Convertible Preferred Stock
[F3][F7][F4]
2026-05-11−96,002→ 0 total(indirect: See footnote)
→ Common Stock (9,880 underlying)
Award
Stock Option (Right to Buy)
[F8]
2026-05-07+626,220→ 626,220 total
Exercise: $18.00Exp: 2036-05-06→ Common Stock (626,220 underlying)
Exercise/Conversion
Series D Warrants (Right to Buy)
[F5][F4]
2026-05-11−28,800→ 0 total(indirect: See footnote)
Exercise: $0.10→ Common Stock (2,963 underlying)

Footnotes (8)

[F1]The Series B Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.2837 basis for no additional consideration.
[F2]The Series C Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.7170 basis for no additional consideration.
[F3]The Series D Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering on a 1-for-9.7170 basis for no additional consideration.
[F4]These securities are held of record by Racing Beach Ventures LLC ("Racing Beach"). The Reporting Person is a managing member of Racing Beach and may be deemed to have beneficial ownership of the securities.
[F5]The warrants to purchase shares of Common Stock were automatically exercised into shares of Common Stock by their terms immediately prior to the closing of the Issuer's initial public offering on a net exercise basis.
[F6]Pursuant to the terms of the warrants, the Issuer withheld 17 warrant shares to pay the exercise price in connection with the net exercise.
[F7]Gives effect to the 1-for-9.7170 reverse stock split effected prior to the closing of the Issuer's initial public offering.
[F8]Option will vest in full on May 7, 2027, subject to the Reporting Person's continued service on each such vesting date.

Signature

/s/ Jolie M. Siegel, Attorney-in-Fact|2026-05-11

1 file