LEIDEN JEFFREY M 4

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.