Avalyn Pharma (AVLN) director-affiliated fund buys shares, converts preferred stock pre-IPO
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Avalyn Pharma Inc. reported that SR One Capital Fund II Aggregator, LP, an entity associated with director Jill Carroll, made several equity transactions in connection with the company’s initial public offering. On May 1, 2026, the entity completed an open-market purchase of 277,778 shares of Common Stock at $18.00 per share, bringing its indirect Common Stock holdings to 2,186,562 shares after that trade. On the same date, all of its Series C-1 and Series D Convertible Preferred Stock automatically converted into Common Stock at a one-for-19.2417 ratio immediately prior to the IPO closing, eliminating those preferred positions and resulting in additional Common Stock holdings. Carroll is affiliated with the SR One entities and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 277,778 shares ($5,000,004)
Net Buy
5 txns
Insider
Carroll Jill
Role
null
Bought
277,778 shs ($5.00M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series C-1 Convertible Preferred Stock | 27,309,719 | $0.00 | -- |
| Conversion | Series D Convertible Preferred Stock | 9,418,561 | $0.00 | -- |
| Conversion | Common Stock | 1,419,298 | $0.00 | -- |
| Conversion | Common Stock | 489,486 | $0.00 | -- |
| Purchase | Common Stock | 277,778 | $18.00 | $5.00M |
Holdings After Transaction:
Series C-1 Convertible Preferred Stock — 0 shares (Indirect, See Note 2);
Series D Convertible Preferred Stock — 0 shares (Indirect, See Note 2);
Common Stock — 1,419,298 shares (Indirect, See Note 2)
Footnotes (1)
- On May 1, 2026, each share of Series C-1 Convertible Preferred Stock (the "Series C-1 Preferred Stock") automatically converted into shares of Common Stock on a one-for-19.2417 basis without payment of further consideration immediately prior to the closing of the Issuer's initial public offering. The Series C-1 Preferred Stock had no expiration date. The securities are directly held by SR One Capital Fund II Aggregator, LP ("SR One Fund II Aggregator"). SR One Capital Partners II, LP ("SR One Partners II") serves as the general partner of SR One Fund II Aggregator, and SR One Capital Management, LLC serves as the general partner of SR One Partners II. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Fund II Aggregator, and a limited partner of SR One Partners II. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. On May 1, 2026, each share of Series D Convertible Preferred Stock (the "Series D Preferred Stock") automatically converted into shares of Common Stock on a one-for-19.2417 basis without payment of further consideration immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date.
Key Figures
Open-market purchase: 277,778 shares at $18.00
Common Stock holdings after purchase: 2,186,562 shares
Series D Preferred converted: 9,418,561 shares
+4 more
7 metrics
Open-market purchase
277,778 shares at $18.00
Common Stock bought on May 1, 2026
Common Stock holdings after purchase
2,186,562 shares
Indirect holdings following open-market trade
Series D Preferred converted
9,418,561 shares
Converted into 489,486 Common shares
Series C-1 Preferred converted
27,309,719 shares
Converted into 1,419,298 Common shares
Conversion ratio
1-for-19.2417
Series C-1 and D to Common Stock on May 1, 2026
Underlying Common from Series D
489,486 shares
Common Stock issuable upon Series D conversion
Underlying Common from Series C-1
1,419,298 shares
Common Stock issuable upon Series C-1 conversion
Key Terms
open-market purchase, Series C-1 Convertible Preferred Stock, Series D Convertible Preferred Stock, initial public offering, +1 more
5 terms
open-market purchase financial
"completed an open-market purchase of 277,778 shares of Common Stock at $18.00 per share"
An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.
Series C-1 Convertible Preferred Stock financial
"each share of Series C-1 Convertible Preferred Stock automatically converted into shares of Common Stock"
Series D Convertible Preferred Stock financial
"each share of Series D Convertible Preferred Stock automatically converted into shares of Common Stock"
Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.
initial public offering financial
"immediately prior to the closing of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
Section 16 regulatory
"disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What insider transactions did Avalyn Pharma (AVLN) report for Jill Carroll?
Avalyn Pharma reported that an entity associated with director Jill Carroll bought shares and converted preferred stock into Common Stock. The filing details one open-market purchase and automatic conversions tied to the company’s initial public offering on May 1, 2026.
What happened to Avalyn Pharma’s Series C-1 and Series D Preferred Stock?
All outstanding Series C-1 and Series D Convertible Preferred Stock held by the affiliated entity automatically converted into Common Stock. The conversion occurred on May 1, 2026, at a one-for-19.2417 basis immediately before the closing of Avalyn Pharma’s initial public offering.
Did Jill Carroll’s affiliated entity still hold preferred stock after Avalyn’s IPO?
No. After the automatic conversions on May 1, 2026, the insider filing shows zero remaining shares of Series C-1 and Series D Convertible Preferred Stock. Those positions were fully converted into Common Stock immediately prior to the initial public offering’s closing.