New insider Venrock Healthcare Capital Partners Iii, L.P. claimed ownership of 4,025,546 shares (SEC Form 3)
$ORKA
Biotechnology: In Vitro & In Vivo Diagnostic Substances
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/10/2025 |
3. Issuer Name and Ticker or Trading Symbol
Oruka Therapeutics, Inc. [ ORKA ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 4,025,546(1) | I | By Funds(2) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Pre-Funded Warrants (Right to Buy) | (3) | (3) | Common Stock | 224,543(4) | $0.01 | I | By Funds(2) |
| Pre-Funded Warrants (Right to Buy) | (3) | (3) | Common Stock | 300,000(5) | $0.001 | I | By Funds(2) |
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. Consists of (i) 835,515 shares held by Venrock Healthcare Capital Partners III, L.P. ("VHCP3"); (ii) 83,691 shares held by VHCP Co-Investment Holdings III,LLC ("VHCP Co-3"); and (iii) 3,106,340 shares held by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG"). |
| 2. 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 shares. VHCP Management EG, LLC ("VHCPMEG") is the general partner of VHCPEG and may be deemed to beneficially own these shares. Bong Koh and Nimish Shah are the voting members of VHCPM3 and VHCPMEG and may be deemed to beneficially own these shares. Each of VHCPM3, VHCPMEG and Messrs. Koh and Shah expressly disclaims beneficial ownership over these shares except to the extent of its or his indirect pecuniary interest therein. |
| 3. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise. |
| 4. Consists of (i) 48,928 pre-funded warrants held by VHCP3; (ii) 4,895 pre-funded warrants held by VHCP Co-3; and (iii) 170,720 pre-funded warrants held by VHCP EG. |
| 5. Consists of (i) 58,860 pre-funded warrants held by VHCP3; (ii) 5,880 pre-funded warrants held by VHCP Co-3; and (iii) 235,260 pre-funded warrants 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-infact | 02/27/2025 | |
| Nimish Shah, By: /s/ Sherman G. Souther, Attorney-infact | 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 5 (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. | ||