FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * Presidio Management Group XII, L.L.C. | 2. Issuer Name and Ticker or Trading Symbol CARLSMED, INC. [ CARL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 7/24/2025 | C | 2,948,794 | A | (1) | 2,948,794 | I | See footnote (2)(3)(4) | ||
| Common Stock | 7/24/2025 | C | 825,135 | A | (1) | 3,773,929 | I | See footnote (2)(3)(4) | ||
| Common Stock | 7/24/2025 | C | 531,877 | A | (1) | 4,305,806 | I | See footnote (2)(3)(4) | ||
| Common Stock | 7/24/2025 | C | 149,655 | A | (1) | 149,655 | I | See footnote (3)(4)(5) | ||
| Common Stock | 7/24/2025 | C | 41,876 | A | (1) | 191,531 | I | See footnote (3)(4)(5) | ||
| Common Stock | 7/24/2025 | C | 26,993 | A | (1) | 218,524 | I | See footnote (3)(4)(5) | ||
| Common Stock | 7/24/2025 | C | 1,117,743 | A | (1) | 1,117,743 | I | See footnote (3)(4)(6) | ||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | ||||||||
| Preferred Series A Stock | (1) | 7/24/2025 | C | 2,948,794 | (1) | (1) | Common Stock | 2,948,794 | $0 | 0 | I | See footnotes (2)(3)(4) | |||
| Preferred Series B Stock | (1) | 7/24/2025 | C | 825,135 | (1) | (1) | Common Stock | 825,135 | $0 | 0 | I | See footnotes (2)(3)(4) | |||
| Preferred Series C Stock | (1) | 7/24/2025 | C | 531,877 | (1) | (1) | Common Stock | 531,877 | $0 | 0 | I | See footnotes (2)(3)(4) | |||
| Preferred Series A Stock | (1) | 7/24/2025 | C | 149,655 | (1) | (1) | Common Stock | 149,655 | $0 | 0 | I | See footnotes (3)(4)(5) | |||
| Preferred Stock Series B | (1) | 7/24/2025 | C | 41,876 | (1) | (1) | Common Stock | 41,876 | $0 | 0 | I | See footnotes (3)(4)(5) | |||
| Preferred Series C Stock | (1) | 7/24/2025 | C | 26,993 | (1) | (1) | Common Stock | 26,993 | $0 | 0 | I | See footnotes (3)(4)(5) | |||
| Preferred Series C Stock | (1) | 7/24/2025 | C | 1,117,743 | (1) | (1) | Common Stock | 1,117,743 | $0 | 0 | I | See footnotes (3)(4)(6) | |||
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Presidio Management Group XII, L.L.C. C/O U.S. VENTURE PARTNERS 1460 EL CAMINO REAL, SUITE 100 MENLO PARK, CA 94025 | X | ||||
| U.S. Venture Partners XII, L.P. 1460 EL CAMINO REAL, SUITE 100 MENLO PARK, CA 94025 | X | ||||
| Tansey Casey M 1460 EL CAMINO REAL, SUITE 100 MENLO PARK, CA 94025 | X | ||||
| Signatures | ||
| /s/ Dale Holladay, Authorized Signatory on behalf of Presidio Management Group | 7/24/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Dale Holladay, Authorized Signatory on behalf of U.S. Venture Partners XII, L.P. | 7/24/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Dale Holladay, Attorney-in-Fact for Casey M. Tansey | 7/24/2025 | |
| **Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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