Spyglass Pharma Inc.

02/10/2026 | Press release | Distributed by Public on 02/10/2026 17:09

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Vensana Capital I GP, LLC
2. Issuer Name and Ticker or Trading Symbol
SpyGlass Pharma, Inc. [SGP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3601 W. 76TH STREET, SUITE 20
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026
(Street)
EDINA, MN 55435
4. If Amendment, Date 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
(City) (State) (Zip)
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 02/09/2026 C 1,690,230 A (1) 1,690,230 I See footnote(2)
Common Stock 02/09/2026 C 548,067 A (1) 2,238,297 I See footnote(2)
Common Stock 02/09/2026 C 548,067 A (1) 2,786,364 I See footnote(2)
Common Stock 02/09/2026 C 359,255 A (1) 3,145,619 I See footnote(2)
Common Stock 02/09/2026 P 165,000 A $16 3,310,619 I See footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Series B Preferred Stock (1) 02/09/2026 C 9,689,922 (1) (1) Common Stock 1,690,230 (1) 0 I See Footnote(2)
Series C-1 Preferred Stock (1) 02/09/2026 C 3,142,015 (1) (1) Common Stock 548,067 (1) 0 I See Footnote(2)
Series C-2 Preferred Stock (1) 02/09/2026 C 3,142,015 (1) (1) Common Stock 548,067 (1) 0 I See Footnote(2)
Series D Preferred Stock (1) 02/09/2026 C 2,059,573 (1) (1) Common Stock 359,255 (1) 0 I See Footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vensana Capital I GP, LLC
3601 W. 76TH STREET, SUITE 20
EDINA, MN 55435
X
Vensana Capital I, L.P.
3601 W. 76TH STREET, SUITE 20
EDINA, MN 55435
X
Nielsen Kirk G.
3601 W. 76TH STREET, SUITE 20
EDINA, MN 55435
X
Klein Peter Justin
3601 W. 76TH STREET, SUITE 20
EDINA, MN 55435
X

Signatures

/s/ Steven Schwen, Chief Financial Officer of Vensana Capital I GP, LLC 02/10/2026
**Signature of Reporting Person Date
/s/ Steven Schwen, Chief Financial Officer of Vensana Capital I GP, LLC, the general partner of Vensana Capital I, L.P. 02/10/2026
**Signature of Reporting Person Date
/s/ Steven Schwen, as attorney-in-fact for Kirk Nielsen 02/10/2026
**Signature of Reporting Person Date
/s/ Steven Schwen, as attorney-in-fact for Peter Justin Klein 02/10/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each of the Series B Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock, and Series D Preferred Stock automatically converted into shares of Common Stock on a one-for-5.7329 basis without payment of further consideration immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
(2) These shares are held directly by Vensana Capital I, L.P. ("Vensana I"). Vensana Capital I GP, LLC ("Vensana GP I") is the general partner of Vensana I. Kirk Nielsen, a member of the Issuer's board of directors, and Peter Justin Klein (the "GP I Managing Directors") are the managing directors of Vensana GP I. Each of Vensana GP I and the GP I Managing Directors, in their capacities with respect to Vensana GP I, may be deemed to have voting, investment and dispositive power with respect to the shares held by Vensana I. Each of Vensana GP I and the GP I Managing Directors disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any one of Vensana GP I or the GP I Managing Directors is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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