Crutcher Patrick J 4

4 · Jasper Therapeutics, Inc. · Filed Jul 20, 2026

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Updated Jul 21, 2026

Jasper (JSPR) Director Patrick Crutcher Receives Award, Buys Preferred

What Happened

Patrick J. Crutcher, a director of Jasper Therapeutics (JSPR), received a 15,000-share equity award on July 16, 2026 (derivative award at $0) and completed a private purchase of 888 shares of the company’s preferred stock that closed July 20, 2026.
The 15,000-share award was granted with a $0 price (derivative grant). The 888 preferred shares were bought in a private placement; the filing does not disclose a per-share cash price for that purchase.
The preferred shares are convertible into voting common stock at 61 common shares per preferred share (888 × 61 = 54,168 potential common shares), subject to stockholder approval and conversion limits described below.

Key Details

Transaction dates: Award granted July 16, 2026 (code A); private placement closed July 20, 2026 (code P).
Prices/values: Award 15,000 @ $0 (no cash paid). Purchase price for the 888 preferred shares not disclosed in the filing.
Vesting: The 15,000-share award vests 25% on the one-year anniversary, then monthly in equal installments over the next 36 months, subject to continued service (Footnote F1).
Conversion mechanics: Each preferred share converts into 61 voting common shares three business days after stockholder approval of the conversion, subject to a holder-established cap preventing conversion if it would push beneficial ownership above a specified percentage (between 4.9% and 19.9%) (Footnotes F2–F3).
Shares owned after transaction: Not stated in the provided filing details.
Timeliness: Form 4 was filed July 20, 2026 (reporting transactions occurring July 16–20); filing appears timely under Section 16 reporting rules.

Context

The 15,000-share award is a time‑based equity grant (vesting schedule noted) — a common form of director compensation rather than an outright open-market purchase.
The 888 preferred shares are a private-placement investment in convertible preferred stock, not immediate common-stock purchases; conversion into common shares requires stockholder approval and is subject to ownership caps, so the actual number of common shares realized may be limited.

Form 4

Period: 2026-07-16

Director

Transactions

Award
Stock Option (Right to Buy
[F1]
2026-07-16+15,000→ 15,000 total
Exercise: $0.77→ Voting Common Stock (15,000 underlying)
Purchase
Non-Voting Convertible Preferred Stock
[F2][F3]
2026-07-20+888→ 888 total
→ Voting Common Stock (888 underlying)

Footnotes (3)

[F1]The shares shall vest as follows: 25% on the one-year anniversary of the date of grant and the remaining shares shall vest in equal monthly installments over the next 36 months until fully vested, subject to continuous service through each applicable vesting date.
[F2]On July 16, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors, including the Reporting Person. Pursuant to the terms of the Purchase Agreement, the Issuer issued and sold the referenced shares of preferred stock to the Reporting Person in a private placement, which closed on July 20, 2026.
[F3]On the third business day following the receipt of stockholder approval of the conversion of the preferred stock, each share of preferred stock shall automatically convert into 61 shares of the Issuer's voting common stock ("Voting Common Stock"), subject to certain limitations, including that a holder of preferred stock is prohibited from converting shares of preferred stock into shares of Voting Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Voting Common Stock issued and outstanding immediately after giving effect to such conversion. The preferred stock has no expiration date.

Signature

/s/ Patrick J. Crutcher|2026-07-20

1 file