Coulter James G's Form 4 filing
Odyssey Therapeutics, Inc.ODTX · filed May 13, 2026
- Accession no.
- 0001999371-26-010652
- Filed
- May 13, 2026, 5:10 PM ET
- Trade date
- May 11, 2026
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 4 non-derivative transactions and 2 derivative transactions. Open-market purchases total $25.0M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Coulter James GCIK 0001099776 | Other: Former 10% Owner |
| Winkelried JonCIK 0001366946 | Other: Former 10% Owner |
| TPG GP A, LLCCIK 0001903793 | Other: Former 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 11, 2026 | Common Stock | JOtherAcquired | +423,111 | –F3 | – | 423,111 | Indirect | |
| May 11, 2026 | Common Stock | JOtherDisposed | −2,351 | $18.00F3 | −$42,318 | 420,760 | Indirect | |
| May 11, 2026 | Common Stock | CConversionAcquired | +1,880,497 | –F4 | – | 2,301,257 | Indirect | |
| May 11, 2026 | Common Stock | PPurchaseAcquired | +1,388,889 | $18.00 | +$25,000,002 | 3,690,146 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F3
The Warrants to Purchase Common Stock (the "Warrants") directly held by TPG Orazio I were, pursuant to their terms, deemed automatically exercised, by way of a cashless net issue exercise, for shares of Common Stock upon consummation of the Issuer's initial public offering on May 11, 2026. Each Warrant had been exercisable for one share of Common Stock at an exercise price of $0.10 until the earlier of (i) June 16, 2032 and (ii) a "Corporate Transaction" (defined as the consummation of a Deemed Liquidation Event (as defined in the Issuer's Certificate of Incorporation (as defined below)) and the closing of the Issuer's initial public offering).
Referenced by the price of 2 transactions in Table I and 1 transaction in Table II.
- F4
Pursuant to the Eighth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") of the Issuer, as amended, the shares of Series D Preferred Stock of the Issuer (the "Preferred Stock") directly held by TPG Orazio I automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering on May 11, 2026 at a conversion rate (as adjusted for a reverse stock split) equal to one share of Common Stock per 9.7170 shares of Preferred Stock. The shares of Preferred Stock had previously been convertible, at the option of the holder, at any time into shares of Common Stock.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
Remarks
(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.