SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mittendorff Robert II

(Last)

(First)

(Middle)

C/O CARLSMED, INC.

1800 ASTON AVE., SUITE 100

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARLSMED, INC. [ CARL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/24/2025		C		3,680,506	A	⁽¹⁾	3,680,506	I	See footnotes⁽²⁾⁽⁵⁾
Common Stock	07/24/2025		P		1,333,333	A	$15	5,013,839	I	See footnotes⁽²⁾⁽⁵⁾
Common Stock	07/24/2025		C		2,376,472	A	⁽¹⁾	2,376,472	I	See footnotes⁽³⁾⁽⁵⁾
Common Stock	07/24/2025		C		931,452	A	⁽¹⁾	931,452	I	See footnotes⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	07/24/2025		C			1,445,020	⁽¹⁾	⁽¹⁾	Common Stock	1,445,020	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	07/24/2025		C			2,235,486	⁽¹⁾	⁽¹⁾	Common Stock	2,235,486	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	07/24/2025		C			1,445,020	⁽¹⁾	⁽¹⁾	Common Stock	1,445,020	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	07/24/2025		C			931,452	⁽¹⁾	⁽¹⁾	Common Stock	931,452	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	07/24/2025		C			931,452	⁽¹⁾	⁽¹⁾	Common Stock	931,452	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date.

2. Shares held by B Capital Global Growth III, L.P.

3. Shares held by B Capital Healthcare I, L.P.

4. Shares held by Hornet Co-Invest, L.P.

5. B Capital Group Management, LP is the manager of B Capital Global Growth III and B Capital Healthcare I. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). The Reporting Person is a general partner of B Capital Group Management, LP. The Reporting Person disclaims beneficial ownership of such stock, except to the extent of any pecuniary interest therein.

	/s/ Leonard Greenstein, as attorney-in-fact for Robert Mittendorff	07/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Director Mittendorff Robert Ii converted options into 6,988,430 shares and bought $19,999,995 worth of shares (1,333,333 units at $15.00) (SEC Form 4)