Oruka Therapeutics Inc.

07/01/2026 | Press release | Distributed by Public on 07/01/2026 19:30

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Fairmount Funds Management LLC
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)
(Last) (First) (Middle)
200 BARR HARBOR DRIVE, SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
(Street)
WEST CONSHOHOCKEN, PA 19428
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 07/01/2026 C 3,553,410 A (1) 4,685,364 I By Fairmount Healthcare Fund II L.P.(2)
Common Stock 07/01/2026 S 3,553,410 D $84.43 1,131,954 I By Fairmount Healthcare Fund II L.P.(2)
Common Stock 2,573,308 I By Fairmount Healthcare Co-Invest III L.P.(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) 07/01/2026 C 42,641 (1) (1) Common Stock 3,553,410 $ 0 94,497 I By Fairmount Healthcare Fund II L.P.(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fairmount Funds Management LLC
200 BARR HARBOR DRIVE
SUITE 400
WEST CONSHOHOCKEN, PA 19428
X X
Fairmount Healthcare Fund II L.P.
200 BARR HARBOR DRIVE
SUITE 400
WEST CONSHOHOCKEN, PA 19428
X X
Fairmount Healthcare Co-Invest III L.P.
200 BARR HARBOR DRIVE
SUITE 400
WEST CONSHOHOCKEN, PA 19428
X X
Kiselak Tomas
200 BARR HARBOR DRIVE
SUITE 400
WEST CONSHOHOCKEN, PA 19428
X X
Harwin Peter Evan
200 BARR HARBOR DRIVE
SUITE 400
WEST CONSHOHOCKEN, PA 19428
X X

Signatures

/s/ Tomas Kiselak, Managing Member of Fairmount Funds Management LLC 07/01/2026
**Signature of Reporting Person Date
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Fund II, L.P. 07/01/2026
**Signature of Reporting Person Date
/s/ Tomas Kiselak, Managing Member of Fairmount Healthcare Co-Invest III, L.P. 07/01/2026
**Signature of Reporting Person Date
/s/ Tomas Kiselak 07/01/2026
**Signature of Reporting Person Date
/s/ Peter Harwin 07/01/2026
**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 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.
(2) 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.

Remarks:
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.
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.
Oruka Therapeutics Inc. published this content on July 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 02, 2026 at 01:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]