SCHEDULE 13D/A: Fairmount Funds Management Updates Stake in ORUKA THERAPEUTICS Following Change in Outstanding Shares

Fairmount Funds Management LLC and its affiliates have filed an Amendment No. 3 to their Schedule 13D for ORUKA THERAPEUTICS, INC., updating their reported beneficial ownership percentage due to a change in the issuer's total outstanding common stock, while their actual shareholdings remain unchanged.

Summary

• Fairmount Funds Management LLC, Fairmount Healthcare Fund II L.P., Fairmount Healthcare Co-Invest III L.P., Peter Evan Harwin, and Tomas Kiselak (collectively, the "Reporting Persons") filed Amendment No. 3 to their Schedule 13D.
• The amendment was filed solely to reflect a change in the number of ORUKA THERAPEUTICS, INC.'s Common Stock outstanding, as reported in the Issuer's Annual Report on Form 10-K filed on March 6, 2025.
• The total number of Common Stock outstanding as of February 28, 2025, is 37,440,510 shares.
• The Reporting Persons' aggregate beneficial ownership remains 8,511,824 shares of Common Stock.
• This aggregate beneficial ownership represents 19.99% of the outstanding Common Stock, calculated based on the updated share count.
• Fairmount Healthcare Fund II L.P. beneficially owns 5,938,516 shares, representing 13.95% of the class.
• Fairmount Healthcare Co-Invest III L.P. beneficially owns 2,573,308 shares, representing 6.87% of the class.
• The beneficial ownership includes 798,614 shares of Common Stock, 409,326 shares issuable upon exercise of Pre-Funded Warrants, and 4,730,576 shares issuable upon conversion of Series B Preferred Stock held by Fund II, and 2,573,308 shares of Common Stock held by Co-Invest.
• The exercise of Pre-Funded Warrants is subject to a 9.99% beneficial ownership limitation, and conversion of Series B Preferred Stock is subject to a 19.99% limitation, which automatically reduces to 9.99% if Fairmount and its affiliates beneficially own 9.0% or less of the Common Stock.

Sentiment

Score: 5

Explanation: The document is a neutral, factual compliance filing updating beneficial ownership percentages based on a change in the issuer's outstanding shares, with no change to the actual number of shares held by the reporting persons.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's operations or financial performance.

Industry Context

This filing is a routine compliance update for a significant shareholder and does not provide specific insights into broader industry trends or competitive landscape for ORUKA THERAPEUTICS, INC.

Stakeholder Impact

• Shareholders: The update clarifies the percentage ownership of a significant investor group based on the most recent total outstanding shares, providing transparency on the ownership structure.

Key Dates

Keywords

ORUKA THERAPEUTICS, Fairmount Funds Management, Schedule 13D, Beneficial Ownership, Common Stock, SEC Filing, Investment Management, Pre-Funded Warrants, Series B Preferred Stock