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

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^*

B CAPITAL GROUP MANAGEMENT, L.P.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(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)

Director	X	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)

	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	07/24/2025		C		3,680,506	A	⁽¹⁾	3,680,506	I	By B Capital Global Growth III, L.P.⁽²⁾⁽⁵⁾
Common Stock	07/24/2025		P		1,333,333	A	$15	5,013,839	I	By B Capital Global Growth III, L.P.⁽²⁾⁽⁵⁾
Common Stock	07/24/2025		C		2,376,472	A	⁽¹⁾	2,376,472	I	By B Capital Healthcare I, L.P.⁽³⁾⁽⁵⁾
Common Stock	07/24/2025		C		931,452	A	⁽¹⁾	931,452	I	By Hornet Co-Invest, L.P.⁽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	By B Capital Global Growth III, L.P.⁽²⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	07/24/2025		C			2,235,486	⁽¹⁾	⁽¹⁾	Common Stock	2,235,486	⁽¹⁾	0	I	By B Capital Global Growth III, L.P.⁽²⁾⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	07/24/2025		C			1,445,020	⁽¹⁾	⁽¹⁾	Common Stock	1,445,020	⁽¹⁾	0	I	By B Capital Healthcare I, L.P.⁽³⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	07/24/2025		C			931,452	⁽¹⁾	⁽¹⁾	Common Stock	931,452	⁽¹⁾	0	I	By B Capital Healthcare I, L.P.⁽³⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	07/24/2025		C			931,452	⁽¹⁾	⁽¹⁾	Common Stock	931,452	⁽¹⁾	0	I	By Hornet Co-Invest, L.P.⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

B CAPITAL GROUP MANAGEMENT, L.P.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

B Capital Global Growth III, L.P.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

B Capital Healthcare I, L.P.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hornet Co-Invest Investors, Ltd.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hornet Co-Invest, LP

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	B CAPITAL GROUP MANAGEMENT, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory	07/24/2025
	B Capital Global Growth III, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory	07/24/2025
	B Capital Healthcare I, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory	07/24/2025
	Hornet-Co-Invest Investors, Ltd., By: /s/ Rajarshi Ganguly, Authorized Signatory	07/24/2025
	Hornet-Co-Invest, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory	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.
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.

Large owner B Capital Group Management, L.P. 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)