Director Ra Capital Management, L.P. converted options into 4,331,117 shares and bought $59,040,000 worth of shares (3,690,000 units at $16.00) (SEC Form 4)

2/11/26 5:15:24 PM ET

$SGP

Medical/Dental Instruments

Health Care

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

RA CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SpyGlass Pharma, Inc. [ SGP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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

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

	Form filed by One Reporting Person
X	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	02/09/2026		C		2,524,473	A	⁽¹⁾	2,524,473	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/09/2026		C		1,806,644	A	⁽¹⁾	1,806,644	I	See footnotes⁽²⁾⁽⁴⁾
Common Stock	02/09/2026		P		3,441,966	A	$16	5,966,439	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/09/2026		P		248,034	A	$16	2,054,678	I	See footnotes⁽²⁾⁽⁴⁾

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 C-1 Preferred Stock	⁽¹⁾	02/09/2026		C			1,150,941	⁽¹⁾	⁽¹⁾	Common Stock	1,150,941	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	02/09/2026		C			767,294	⁽¹⁾	⁽¹⁾	Common Stock	767,294	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾
Series C-2 Preferred Stock	⁽¹⁾	02/09/2026		C			1,150,941	⁽¹⁾	⁽¹⁾	Common Stock	1,150,941	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series C-2 Preferred Stock	⁽¹⁾	02/09/2026		C			767,294	⁽¹⁾	⁽¹⁾	Common Stock	767,294	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	02/09/2026		C			222,591	⁽¹⁾	⁽¹⁾	Common Stock	222,591	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	02/09/2026		C			272,056	⁽¹⁾	⁽¹⁾	Common Stock	272,056	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last)

(First)

(Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund III, L.P.

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last)

(First)

(Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. All shares of the preferred stock, par value $0.00001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering of its Common Stock.

2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

3. Held directly by the Fund.

4. Held directly by the Nexus Fund III.

Remarks:

Dr. Zachary Scheiner, a Principal of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	02/11/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	02/11/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.	02/11/2026
	/s/ Peter Kolchinsky, individually	02/11/2026
	/s/ Rajeev Shah, individually	02/11/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Date

Price Target

Rating

Analyst

3/10/2026

$37.00

Buy

H.C. Wainwright

3/3/2026

$42.00

Buy

Stifel

3/3/2026

$62.00

Buy

Jefferies

3/3/2026

$42.00

Buy

Citigroup

3/3/2026

$42.00

Outperform

Leerink Partners

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)

Code

Amount

(A) or (D)

Price

Common Stock

02/09/2026

2,524,473

⁽¹⁾

2,524,473

See footnotes⁽²⁾⁽³⁾

Common Stock

02/09/2026

1,806,644

⁽¹⁾

1,806,644

See footnotes⁽²⁾⁽⁴⁾

Common Stock

02/09/2026

3,441,966

$16

5,966,439

See footnotes⁽²⁾⁽³⁾

Common Stock

02/09/2026

248,034

$16

2,054,678

See footnotes⁽²⁾⁽⁴⁾

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C-1 Preferred Stock

⁽¹⁾

02/09/2026

1,150,941

⁽¹⁾

Common Stock

1,150,941

⁽¹⁾

See footnotes⁽²⁾⁽³⁾

Series C-1 Preferred Stock

⁽¹⁾

02/09/2026

767,294

⁽¹⁾

Common Stock

767,294

⁽¹⁾

See footnotes⁽²⁾⁽⁴⁾

Series C-2 Preferred Stock

⁽¹⁾

02/09/2026

1,150,941

⁽¹⁾

Common Stock

1,150,941

⁽¹⁾

See footnotes⁽²⁾⁽³⁾

Series C-2 Preferred Stock

⁽¹⁾

02/09/2026

767,294

⁽¹⁾

Common Stock

767,294

⁽¹⁾

See footnotes⁽²⁾⁽⁴⁾

Series D Preferred Stock

⁽¹⁾

02/09/2026

222,591

⁽¹⁾

Common Stock

222,591

⁽¹⁾

See footnotes⁽²⁾⁽³⁾

Series D Preferred Stock

⁽¹⁾

02/09/2026

272,056

⁽¹⁾

Common Stock

272,056

⁽¹⁾

See footnotes⁽²⁾⁽⁴⁾

Date

Price Target

Rating

Analyst

3/10/2026

$37.00

Buy

H.C. Wainwright

3/3/2026

$42.00

Buy

Stifel

3/3/2026

$62.00

Buy

Jefferies

3/3/2026

$42.00

Buy

Citigroup

3/3/2026

$42.00

Outperform

Leerink Partners

Director Ra Capital Management, L.P. converted options into 4,331,117 shares and bought $59,040,000 worth of shares (3,690,000 units at $16.00) (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$SGP

Director Ra Capital Management, L.P. converted options into 4,331,117 shares and bought $59,040,000 worth of shares (3,690,000 units at $16.00) (SEC Form 4)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$SGP

$SGP
Insider Purchases