Ownership Submission
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF 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
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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Turtle Cameron
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-08-29
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3. Issuer Name and Ticker or Trading Symbol
Oruka Therapeutics, Inc. [ORKA]
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(Last)
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(First)
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(Middle)
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C/O ORUKA THERAPEUTICS, INC. , 855 OAK GROVE AVE., SUITE 100
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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MENLO PARK
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CA
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94025
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Turtle Cameron
C/O ORUKA THERAPEUTICS, INC.
855 OAK GROVE AVE., SUITE 100
MENLO PARK, CA94025
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X
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Signatures
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/s/ Paul Quinlan, as attorney-in-fact for Cameron Turtle
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2024-09-06
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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").
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(2)
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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.
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(3)
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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.
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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.
