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CARLSMED, INC. — Director's Dealing 2025
Jul 25, 2025
33138_dirs_2025-07-24_62c3dc73-1e84-40ff-8505-b7325c6e2be8.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CARLSMED, INC. (CARL)
CIK: 0001794546
Period of Report: 2025-07-24
Reporting Person: Presidio Management Group XII, L.L.C. (N/A)
Reporting Person: U.S. Venture Partners XII, L.P. (10% Owner)
Reporting Person: Tansey Casey M (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-07-24 | Common Stock | C | 2948794 | — | Acquired | 2948794 | Indirect |
| 2025-07-24 | Common Stock | C | 825135 | — | Acquired | 3773929 | Indirect |
| 2025-07-24 | Common Stock | C | 531877 | — | Acquired | 4305806 | Indirect |
| 2025-07-24 | Common Stock | C | 149655 | — | Acquired | 149655 | Indirect |
| 2025-07-24 | Common Stock | C | 41876 | — | Acquired | 191531 | Indirect |
| 2025-07-24 | Common Stock | C | 26993 | — | Acquired | 218524 | Indirect |
| 2025-07-24 | Common Stock | C | 1117743 | — | Acquired | 1117743 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-07-24 | Preferred Series A Stock | $ | C | 2948794 | Disposed | Common Stock (2948794) | Indirect | |
| 2025-07-24 | Preferred Series B Stock | $ | C | 825135 | Disposed | Common Stock (825135) | Indirect | |
| 2025-07-24 | Preferred Series C Stock | $ | C | 531877 | Disposed | Common Stock (531877) | Indirect | |
| 2025-07-24 | Preferred Series A Stock | $ | C | 149655 | Disposed | Common Stock (149655) | Indirect | |
| 2025-07-24 | Preferred Stock Series B | $ | C | 41876 | Disposed | Common Stock (41876) | Indirect | |
| 2025-07-24 | Preferred Series C Stock | $ | C | 26993 | Disposed | Common Stock (26993) | Indirect | |
| 2025-07-24 | Preferred Series C Stock | $ | C | 1117743 | Disposed | Common Stock (1117743) | Indirect |
Footnotes
F1: These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date.
F2: Stock held by U.S. Venture Partners XII, L.P. ("USVP XII").
F3: Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP.
F4: Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein.
F5: Stock Held by USVP XII-A.
F6: Stock held by USVP SFI, on its own behalf and as nominee for USVP SFI-A.