Large owner Venrock Healthcare Capital Partners Iii, L.P. bought $1,407,368 worth of shares (122,882 units at $11.45) (SEC Form 4)
$ORKA
Biotechnology: In Vitro & In Vivo Diagnostic Substances
Health Care
| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Oruka Therapeutics, Inc. [ ORKA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/10/2025 | P | 574 | A | $10.9(1) | 4,026,120(2) | I | By Funds(3) | ||
| Common Stock | 02/11/2025 | P | 9,593 | A | $10.95(4) | 4,035,713(5) | I | By Funds(3) | ||
| Common Stock | 02/12/2025 | P | 8,971 | A | $11.86(6) | 4,044,684(7) | I | By Funds(3) | ||
| Common Stock | 02/13/2025 | P | 14,950 | A | $11.63(8) | 4,059,634(9) | I | By Funds(3) | ||
| Common Stock | 02/14/2025 | P | 88,794 | A | $11.44(10) | 4,148,428(11) | I | By Funds(3) | ||
|
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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $10.88 to $11.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| 2. Consists of (i) 835,614 shares held by VHCP3; (ii) 83,701 shares held by VHCP Co-3; and (iii) 3,106,805 shares held by VHCP EG. |
| 3. VHCP Management III, LLC ("VHCPM3") is the general partner of VHCP3 and the manager of VHCP Co-3 and may be deemed to beneficially own these securities. VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCPEG and may be deemed to beneficially own these securities. Bong Koh and Nimish Shah are the voting members of VHCPM3 and VHCPMEG and may be deemed to beneficially own these securities. Each of VHCPM3, VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these securities except to the extent of its or his indirect pecuniary interest therein. |
| 4. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $10.86 to $11.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| 5. Consists of (i) 837,271 shares held by VHCP3; (ii) 83,867 shares held by VHCP Co-3; and (iii) 3,114,575 shares held by VHCP EG. |
| 6. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $11.25 to $12.00 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| 7. Consists of (i) 838,821 shares held by VHCP3; (ii) 84,022 shares held by VHCP Co-3; and (iii) 3,121,841 shares held by VHCP EG. |
| 8. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $11.31 to $11.74 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| 9. Consists of (i) 841,404 shares held by VHCP3; (ii) 84,280 shares held by VHCP Co-3; and (iii) 3,133,950 shares held by VHCP EG. |
| 10. The price reported in Column 4 is a weighted average price. These securities were purchased in multiple transactions at prices ranging from $11.17 to $11.45 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities purchased at each separate price within the range set forth in this footnote. |
| 11. Consists of (i) 856,747 shares held by VHCP3; (ii) 85,816 shares held by VHCP Co-3; and (iii) 3,205,865 shares held by VHCP EG. |
| Venrock Healthcare Capital Partners III, L.P., By: VHCP Management III, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 02/27/2025 | |
| VHCP Co-Investment Holdings III, LLC, By: VHCP Management III, LLC, Its: Manager, By: /s/ Sherman G. Souther, Authorized Signatory | 02/27/2025 | |
| VHCP Management III, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 02/27/2025 | |
| Venrock Healthcare Capital Partners EG, L.P., By: VHCP Management EG, LLC, Its: General Partner, By: /s/ Sherman G. Souther, Authorized Signatory | 02/27/2025 | |
| VHCP Management EG, LLC, By: /s/ Sherman G. Souther, Authorized Signatory | 02/27/2025 | |
| Bong Koh, By: /s/ Sherman G. Souther, Attorney-in-fact | 02/27/2025 | |
| Nimish Shah, By: /s/ Sherman G. Souther, Attorney-in-fact | 02/27/2025 | |
| ** 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. | ||