ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROOT JONATHAN D

(Last)

(First)

(Middle)

C/O CARLSMED, INC.

1800 ASTON AVE., SUITE 100

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARLSMED, INC. [ CARL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/22/2025		A		17,333⁽¹⁾⁽²⁾	A	$0	17,333⁽¹⁾⁽²⁾	D
Common Stock	07/24/2025		C		2,948,794	A	⁽⁷⁾	2,948,794	I	See footnotes⁽³⁾⁽⁶⁾
Common Stock	07/24/2025		C		825,135	A	⁽⁷⁾	3,773,929	I	See footnotes⁽³⁾⁽⁶⁾
Common Stock	07/24/2025		C		531,877	A	⁽⁷⁾	4,305,806	I	See footnotes⁽³⁾⁽⁶⁾
Common Stock	07/24/2025		C		149,655	A	⁽⁷⁾	149,655	I	See footnotes⁽⁴⁾⁽⁶⁾
Common Stock	07/24/2025		C		41,876	A	⁽⁷⁾	191,531	I	See footnotes⁽⁴⁾⁽⁶⁾
Common Stock	07/24/2025		C		26,993	A	⁽⁷⁾	218,524	I	See footnotes⁽⁴⁾⁽⁶⁾
Common Stock	07/24/2025		C		1,117,743	A	⁽⁷⁾	1,117,743	I	See footnotes⁽⁵⁾⁽⁶⁾
Common Stock	07/24/2025		P		466,666⁽⁸⁾	A	$15	483,999⁽⁹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁷⁾	07/24/2025		C			2,948,794	⁽⁷⁾	⁽⁷⁾	Common Stock	2,948,794	⁽⁷⁾	0	I	See footnotes⁽³⁾⁽⁶⁾
Series B Preferred Stock	⁽⁷⁾	07/24/2025		C			825,135	⁽⁷⁾	⁽⁷⁾	Common Stock	825,135	⁽⁷⁾	0	I	See footnotes⁽³⁾⁽⁶⁾
Series C Preferred Stock	⁽⁷⁾	07/24/2025		C			531,877	⁽⁷⁾	⁽⁷⁾	Common Stock	531,877	⁽⁷⁾	0	I	See footnotes⁽³⁾⁽⁶⁾
Series A Preferred Stock	⁽⁷⁾	07/24/2025		C			149,655	⁽⁷⁾	⁽⁷⁾	Common Stock	149,655	⁽⁷⁾	0	I	See footnotes⁽⁴⁾⁽⁶⁾
Series B Preferred Stock	⁽⁷⁾	07/24/2025		C			41,876	⁽⁷⁾	⁽⁷⁾	Common Stock	41,876	⁽⁷⁾	0	I	See footnotes⁽⁴⁾⁽⁶⁾
Series C Preferred Stock	⁽⁷⁾	07/24/2025		C			26,993	⁽⁷⁾	⁽⁷⁾	Common Stock	26,993	⁽⁷⁾	0	I	See footnotes⁽⁴⁾⁽⁶⁾
Series C Preferred Stock	⁽⁷⁾	07/24/2025		C			1,117,743	⁽⁷⁾	⁽⁷⁾	Common Stock	1,117,743	⁽⁷⁾	0	I	See footnotes⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. 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.

2. Includes 17,333 unvested restricted stock units convertible into approximately 17,333 shares of the Issuer's common stock.

3. Stock held by U.S. Venture Partners XII, L.P. ("USVP XII").

4. Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-A").

5. 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").

6. 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.

7. 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.

8. 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.

9. 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.

	/s/ Leonard Greenstein, as attorney-in-fact for Jonathan Root	07/24/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.