0001104659-26-080009.txt : 20260701 0001104659-26-080009.hdr.sgml : 20260701 20260701213015 ACCESSION NUMBER: 0001104659-26-080009 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260701 FILED AS OF DATE: 20260701 DATE AS OF CHANGE: 20260701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Fund II L.P. CENTRAL INDEX KEY: 0001769651 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22873 FILM NUMBER: 261147536 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: (267) 760-4066 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harwin Peter Evan CENTRAL INDEX KEY: 0001663607 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22873 FILM NUMBER: 261147533 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Healthcare Co-Invest III L.P. CENTRAL INDEX KEY: 0002009690 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22873 FILM NUMBER: 261147535 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Funds Management LLC CENTRAL INDEX KEY: 0001802528 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22873 FILM NUMBER: 261147537 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiselak Tomas CENTRAL INDEX KEY: 0001830177 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22873 FILM NUMBER: 261147534 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oruka Therapeutics, Inc. CENTRAL INDEX KEY: 0000907654 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 363855489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 855 OAK GROVE AVE. STREET 2: SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-606-7910 MAIL ADDRESS: STREET 1: 855 OAK GROVE AVE. STREET 2: SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: ARCA biopharma, Inc. DATE OF NAME CHANGE: 20090128 FORMER COMPANY: FORMER CONFORMED NAME: NUVELO INC DATE OF NAME CHANGE: 20030203 FORMER COMPANY: FORMER CONFORMED NAME: HYSEQ INC DATE OF NAME CHANGE: 19970610 4 1 tm2619616-1_4seq1.xml OWNERSHIP DOCUMENT X0609 4 2026-07-01 0 0000907654 Oruka Therapeutics, Inc. ORKA 0001802528 Fairmount Funds Management LLC false 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0001769651 Fairmount Healthcare Fund II L.P. false 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0002009690 Fairmount Healthcare Co-Invest III L.P. false 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0001830177 Kiselak Tomas false 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0001663607 Harwin Peter Evan false 200 BARR HARBOR DRIVE SUITE 400 WEST CONSHOHOCKEN PA 19428 1 0 1 0 0 Common Stock 2026-07-01 4 C 0 3553410 A 4685364 I By Fairmount Healthcare Fund II L.P. Common Stock 2026-07-01 4 S 0 3553410 84.43 D 1131954 I By Fairmount Healthcare Fund II L.P. Common Stock 2573308 I By Fairmount Healthcare Co-Invest III L.P. Series B Preferred Stock 2026-07-01 4 C 0 42641 0.00 D Common Stock 3553410 94497 I By Fairmount Healthcare Fund II L.P. Each share of Series B Preferred Stock is convertible at the option of the holder into 83.3332 shares of Common Stock, subject to certain beneficial ownership limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. On July 1, 2026, the Reporting Persons converted 42,641 shares of Series B Preferred Stock into 3,553,410 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designation for the Series B Convertible Preferred Stock. Fairmount Funds Management LLC ("Fairmount") is the investment manager for Fairmount Healthcare Fund II L.P. and Fairmount Healthcare Co-Invest III L.P. The managers of Fairmount are Peter Harwin and Tomas Kiselak. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Fairmount may be deemed a director by deputization of Issuer by virtue of the fact that Peter Harwin serves on the board of directors of the Issuer and is also a Managing Member of Fairmount. /s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 2026-07-01 /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II, L.P. 2026-07-01 /s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest III, L.P. 2026-07-01 /s/ Tomas Kiselak 2026-07-01 /s/ Peter Harwin 2026-07-01