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Filing Details

Accession Number:: 0000950170-25-098529
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-07-24 20:27:10
Reporting Period:: 2025-07-22

Filing Date:: 2025-07-24
Accepted Time:: 2025-07-24 20:27:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1794546	Carlsmed Inc.	CARL	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1225480	D Jonathan Root	C/O Carlsmed, Inc. 1800 Aston Ave., Suite 100 Carlsbad CA 92008		No	No	No	No

Transaction Summary

Purchased:	466,666 shares	Avg. Price: $15.00	Total Value: $6,999,990.00
Number of Shares After Transactions:	483,999 shares

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2025-07-22	17,333	$0.00	17,333	No	4	A	Direct
Common Stock	Acquisiton	2025-07-24	2,948,794	$0.00	2,948,794	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2025-07-24	825,135	$0.00	3,773,929	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2025-07-24	531,877	$0.00	4,305,806	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2025-07-24	149,655	$0.00	149,655	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2025-07-24	41,876	$0.00	191,531	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2025-07-24	26,993	$0.00	218,524	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2025-07-24	1,117,743	$0.00	1,117,743	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2025-07-24	466,666	$15.00	483,999	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2025-07-24	2,948,794	$0.00	2,948,794	$0.00
Common Stock	Series B Preferred Stock	Disposition	2025-07-24	825,135	$0.00	825,135	$0.00
Common Stock	Series C Preferred Stock	Disposition	2025-07-24	531,877	$0.00	531,877	$0.00
Common Stock	Series A Preferred Stock	Disposition	2025-07-24	149,655	$0.00	149,655	$0.00
Common Stock	Series B Preferred Stock	Disposition	2025-07-24	41,876	$0.00	41,876	$0.00
Common Stock	Series C Preferred Stock	Disposition	2025-07-24	26,993	$0.00	26,993	$0.00
Common Stock	Series C Preferred Stock	Disposition	2025-07-24	1,117,743	$0.00	1,117,743	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Constitute an award of restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. The RSUs will vest in equal annual installments over three years.
Includes 17,333 unvested restricted stock units convertible into approximately 17,333 shares of the Issuer's common stock.
Stock held by U.S. Venture Partners XII, L.P. ("USVP XII").
Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-A").
Stock held by U.S. Venture Partners Select Fund I, L.P., ("USVP SFI") on its own behalf and as nominee for U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A").
Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C ("PMG SFI," and, together with USVP XII, USVP XII-A, USVP SFI, USVP SFI-A, and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. The Reporting Person is a managing member of PMG XII and PMG SFI and may be deemed to share voting and dispositive power over the stock held by USVP. The Reporting Person disclaims beneficial ownership of such stock, except to the extent of any pecuniary interest therein.
These securities were previously reported on a Form 3 filed by the Reporting Person as preferred stock of the Issuer. Each share of preferred stock of the Issuer converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering on a 1-to-1 basis without payment of additional consideration. The preferred stock has no expiration date.
Includes 466,666 shares of the Issuer's common stock purchased by the Reporting Person in the Issuer's initial public offering at the public offering price of $15.00 per share. The purchase was made directly from the underwriters in connection with the offering.
Includes (i) 466,666 shares of the Issuer's common stock purchased by the reporting person in the Issuer's initial public offering at the public offering price of $15.00 per share, and (ii) 17,333 unvested RSUs convertible into approximately 17,333 shares of the Issuer's common stock. The RSUs will vest in equal annual installments over three years.