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    SEC Form 4 filed by Director Fairmount Funds Management Llc

    6/3/25 4:30:57 PM ET
    $ORKA
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care
    Get the next $ORKA alert in real time by email
    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*
    Fairmount Funds Management LLC

    (Last) (First) (Middle)
    200 BARR HARBOR DRIVE
    SUITE 400

    (Street)
    WEST CONSHOHOCKEN PA 19428

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Oruka Therapeutics, Inc. [ ORKA ]
    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)
    06/02/2025
    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)
    Code V Amount (A) or (D) Price
    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
    Stock Option (Right to Buy) $11.77 06/02/2025 A 17,500 (1) 06/01/2035 Common Stock 17,500 $0 17,500 I(2) By: Peter Harwin
    1. Name and Address of Reporting Person*
    Fairmount Funds Management LLC

    (Last) (First) (Middle)
    200 BARR HARBOR DRIVE
    SUITE 400

    (Street)
    WEST CONSHOHOCKEN PA 19428

    (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*
    Fairmount Healthcare Fund II L.P.

    (Last) (First) (Middle)
    200 BARR HARBOR DRIVE
    SUITE 400

    (Street)
    WEST CONSHOHOCKEN PA 19428

    (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*
    Fairmount Healthcare Co-Invest III L.P.

    (Last) (First) (Middle)
    200 BARR HARBOR DRIVE
    SUITE 400

    (Street)
    WEST CONSHOHOCKEN PA 19428

    (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*
    Harwin Peter Evan

    (Last) (First) (Middle)
    200 BARR HARBOR DRIVE
    SUITE 400

    (Street)
    WEST CONSHOHOCKEN PA 19428

    (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*
    Kiselak Tomas

    (Last) (First) (Middle)
    200 BARR HARBOR DRIVE
    SUITE 400

    (Street)
    WEST CONSHOHOCKEN PA 19428

    (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. This option represents a right to purchase 17,500 shares of the Issuer's common stock, which vests as to 1/12 of the option monthly from June 2, 2025, subject to the recipient's continued service to the Issuer.
    2. Under Mr. Harwin's arrangement with Fairmount Funds Management LLC ("Fairmount"), Mr. Harwin holds the option for one or more investment vehicles managed by Fairmount (each, a "Fairmount Fund"). Mr. Harwin is obligated to turn over to Fairmount any net cash or stock received from the option for the benefit of such Fairmount Fund. Mr. Harwin therefore disclaims beneficial ownership of the option and underlying common stock. Fairmount disclaims beneficial ownership of any of the reported securities, except to the extent of its pecuniary interest therein.
    Remarks:
    Fairmount, Fairmount Healthcare Fund II LP and Fairmount Healthcare Co-Invest III L.P. may each be deemed a director by deputization of the Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is a manager of Fairmount.
    /s/ Peter Harwin, Managing Member of Fairmount Funds Management LLC 06/03/2025
    /s/ Peter Harwin, Managing Member of Fairmount Healthcare Fund II L.P. 06/03/2025
    /s/ Peter Harwin, Managing Member of Fairmount Healthcare Co-Invest III L.P 06/03/2025
    /s/ Peter Harwin 06/03/2025
    /s/ Tomas Kiselak 06/03/2025
    ** 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.
    Get the next $ORKA alert in real time by email

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