Sec Form 3 Filing - Turtle Cameron @ Oruka Therapeutics, Inc. - 2024-08-29

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Turtle Cameron
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ORUKA THERAPEUTICS, INC., 855 OAK GROVE AVE., SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
08/29/2024
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 85,233 ( 1 ) ( 2 ) I By Turtle Family Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Warrant (Right to Buy) $ 7.8 ( 3 ) 07/14/2034 Common Stock 9,048 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Turtle Cameron
C/O ORUKA THERAPEUTICS, INC.
855 OAK GROVE AVE., SUITE 100
MENLO PARK, CA94025
X
Signatures
/s/ Paul Quinlan, as attorney-in-fact for Cameron Turtle 09/06/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective as of August 29, 2024 (the "Effective Time"), a wholly-owned subsidiary of ARCA biopharma, Inc. ("ARCA") merged with and into Oruka Therapeutics, Inc. ("Oruka") with Oruka continuing as a wholly owned subsidiary of ARCA and the surviving corporation of the merger, and Oruka merged with and into a second wholly-owned subsidiary of ARCA ("Second Merger Sub"), with Second Merger Sub being the surviving entity of the merger resulting in, among other things, Oruka becoming a wholly owned subsidiary of ARCA (collectively, the "Merger"). At the Effective Time, ARCA effected a name change to "Oruka Therapeutics, Inc." (hereinafter, the "Issuer").
( 2 )Represents the number of shares of common stock of the Issuer received by the Reporting Person in the Merger in exchange for the shares of Oruka held by the Reporting Person prior to the Merger. Each share of Oruka common stock held at the Effective Time was exchanged for 6.8569 shares of the Issuer's common stock. On September 3, 2024, the Issuer effected a 1-for-12 reverse stock split of the Company common stock.
( 3 )This warrant represents a right to purchase 9,048 shares of the Issuer's common stock, one quarter of which will vest on April 3, 2025, with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

Remarks:
Exhibit 24 - Power of Attorney

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