Fairmount Just Printed a $300 Million Block Trade in Oruka Therapeutics

🔴 Insider Activity Score: 99/100

Fairmount Healthcare Fund II L.P., operating under director-by-deputization through board director Peter Harwin, executed a dual-registry event on July 1, 2026: the zero-cost conversion of exactly 42,641 Series B Non-Voting Convertible Preferred shares into 3,553,410 common shares, followed immediately by the institutional block trade of the entire resulting common block through Goldman Sachs at a flat $84.43 per share for approximately $300,014,406. The transaction is confirmed across parallel SEC Form 4 and Schedule 13D/A filings. Following the distribution, Fairmount retains 4,685,364 direct common shares and 94,497 remaining preferred shares — a combined 19.5% structural position in Oruka's capital structure. The conversion built the block. Goldman cleared it. The 19.5% foundation is what stayed.

The Dual-Registry Architecture: Form 4 and Schedule 13D/A

The parallel filing across both SEC Form 4 and Schedule 13D/A is the specific compliance architecture that confirms two simultaneous analytical events: the insider transaction record of the block trade execution and the beneficial ownership restructuring that the 3,553,410-share distribution creates.

When a 10% or greater shareholder executes a transaction that materially reduces its beneficial ownership, the Schedule 13D/A amendment is required alongside the Form 4 — the concurrent filing cross-reference test this series has applied across the Silver Lake Dell Rule 16a-13 correction, the Comstock Gratia Capital LP deconsolidation, and the RDVT Red Violet Schedule 13(d)(3) group dissolution analysis. Reading both documents before drawing conclusions is the analytical obligation: the Form 4 records the transaction mechanics, and the 13D/A confirms the post-transaction beneficial ownership architecture.

The Series B Non-Voting Convertible Preferred: Conversion Mechanics

The zero-cost conversion of 42,641 Series B Non-Voting Convertible Preferred shares into 3,553,410 common shares — an approximately 83.3:1 conversion ratio — is the specific preferred instrument structure that built the $300 million block.

The 83.3:1 conversion ratio reflects the specific economic terms of Oruka's Series B financing round — preferred shares issued at a higher per-share price whose conversion into common produces a large common share equivalent pool. The "Non-Voting" designation is analytically significant: unlike the Spyre Series B preferred documented in this series' prior Fairmount analysis, Oruka's Series B preferred carries no voting rights in its preferred form — meaning the conversion-and-sale event does not alter Fairmount's governance architecture in the way that a voting preferred conversion would.

The conversion mechanics are identical to the Spyre Series B preferred conversion-and-sale this series documented: Fairmount converting a defined preferred block to common, Goldman Sachs clearing the resulting common inventory in a single institutional block trade, with the remaining preferred position and direct common shares preserved as the ongoing structural anchor.

The Goldman Sachs Block Trade: $300 Million in a Single Flat-Price Execution

The flat $84.43 execution price across 3,553,410 shares — a $300 million single-session institutional block — is the specific execution signature of a Goldman Sachs-managed book-building process that located sufficient institutional demand to absorb the complete converted common inventory at a single negotiated clearing price.

This is the second Fairmount block trade this series has documented with Goldman Sachs as the institutional distributor — the prior Spyre Therapeutics analysis documenting Goldman's role in the $399.7 million Series B preferred conversion-and-block-trade event. Fairmount's consistent Goldman Sachs routing for nine-figure biotech block trades confirms an institutional distribution relationship whose healthcare specialist buy-side network provides the specific demand infrastructure required to clear positions of this scale cleanly.

A $300 million flat-price single-session block is the institutional distribution equivalent of the WaterBridge Infrastructure $177 million Rule 144 block and the Mantle Ridge Dollar Tree dual-Goldman/JPMorgan $266 million proposed ceiling — the largest single-session executed block trade this series has documented in the clinical-stage biotech sector.

The 19.5% Retained Position: Structural Anchor Intact

The 4,685,364 direct common shares and 94,497 remaining preferred shares — combined representing 19.5% of Oruka's outstanding capital structure — are the retained foundation that makes the $300 million block trade a partial harvest rather than a thesis conclusion.

At $84.43, the 4,685,364 direct common shares represent approximately $395.6 million in retained common equity exposure. The 94,497 remaining preferred shares represent an additional unconverted preferred position whose common equivalent value adds to the structural anchor. Combined, the retained 19.5% position is worth more than the $300 million distributed — confirming that Fairmount's Oruka thesis is not concluded but systematically harvested at the specific valuation the block trade captured.

The distribution structure mirrors the Spyre analysis: Fairmount converting and distributing a defined preferred tranche while retaining the direct common position and a residual preferred balance — the same capital return architecture applied to a second major clinical-stage biotech position.

Peter Harwin's Board Seat: Director-by-Deputization

Peter Harwin's Oruka board seat creates the Section 16 reporting obligation governing this Form 4 — the same director-by-deputization structure through which Tomas Kiselak governed the Spyre Therapeutics Form 4 filing.

A healthcare specialist fund with board-level clinical intelligence executing a $300 million block trade is applying the same fund lifecycle capital return framework this series documented in the Spyre analysis: specialist capital established at an earlier stage of clinical development, retained through the clinical validation cycle, and harvested at the institutional block trade price that the Goldman book-building process establishes as the market-clearing level.

About Oruka Therapeutics, Inc.

Oruka Therapeutics, Inc. is a clinical-stage biopharmaceutical company developing long-acting antibody therapies for chronic inflammatory diseases. Fairmount Healthcare Fund II L.P. — operating through director Peter Harwin's board seat — retains 4,685,364 direct common shares worth approximately $395.6 million and 94,497 remaining preferred shares representing a combined 19.5% structural position following the July 1 Goldman Sachs block trade of 3,553,410 converted common shares for approximately $300,014,406. Oruka Therapeutics trades on the Nasdaq under the ticker ORKA.

How to Think About This

Fairmount's $300 million Oruka block trade scores 99/100 — the maximum score reflecting the specific convergence of a nine-figure Series B preferred conversion-and-Goldman-block-trade at a clinical-stage inflammatory disease platform, the dual Form 4 and Schedule 13D/A filing architecture confirming beneficial ownership restructuring, and the 19.5% retained position confirming the thesis is not concluded.

The 99/100 is the alarm-management score for the largest single-session executed biotech block trade this series has documented — $300 million at a flat $84.43 through Goldman Sachs, built from a 42,641-share preferred conversion delivering 3,553,410 common equivalents at an 83.3:1 ratio.

The Series B preferred built the block. Goldman cleared the block. The 4.69 million direct common shares and 94,497 remaining preferred represent the $395 million foundation that stayed.

Fairmount has now executed nine-figure Goldman block trades at two clinical-stage biotech platforms in the same quarter. The distribution architecture is identical. The retained positions in both are larger than what was distributed.

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