Samarth Kulkarni Form 3 Oruka Therapeutics / Samarth Kulkarni ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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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1. Name and Address of Reporting Person^*

Kulkarni Samarth

(Last) (First) (Middle)

C/O ORUKA THERAPEUTICS, INC.

855 OAK GROVE AVE., SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/29/2024

3. Issuer Name and Ticker or Trading Symbol
Oruka Therapeutics, Inc. [ ORKA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	03/22/2034	Common Stock	142,852	5.16	D
Stock Option (Right to Buy)	(2)	03/22/2034	Common Stock	57,140	5.16	D

Explanation of Responses:

1. This option represents a right to purchase 142,852 shares of the Issuer's common stock, one quarter of which will vest on March 22, 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.

2. This option represents a right to purchase 57,140 shares of the Issuer's common stock, all of which will vest on August 29, 2025, subject to the Reporting Person's continued service to the Issuer on such vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Paul Quinlan, as attorney-in-fact for Samarth Kulkarni	09/06/2024
	** 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 5 (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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