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

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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).

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^*

Presidio Management Group XII, L.L.C.

(Last)

(First)

(Middle)

C/O U.S. VENTURE PARTNERS

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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

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
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	07/24/2025		C		2,948,794	A	⁽¹⁾	2,948,794	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	07/24/2025		C		825,135	A	⁽¹⁾	3,773,929	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	07/24/2025		C		531,877	A	⁽¹⁾	4,305,806	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	07/24/2025		C		149,655	A	⁽¹⁾	149,655	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	07/24/2025		C		41,876	A	⁽¹⁾	191,531	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	07/24/2025		C		26,993	A	⁽¹⁾	218,524	I	See footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	07/24/2025		C		1,117,743	A	⁽¹⁾	1,117,743	I	See footnote⁽³⁾⁽⁴⁾⁽⁶⁾

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)
Preferred Series A Stock	⁽¹⁾	07/24/2025		C			2,948,794	⁽¹⁾	⁽¹⁾	Common Stock	2,948,794	$0	0	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Preferred Series B Stock	⁽¹⁾	07/24/2025		C			825,135	⁽¹⁾	⁽¹⁾	Common Stock	825,135	$0	0	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Preferred Series C Stock	⁽¹⁾	07/24/2025		C			531,877	⁽¹⁾	⁽¹⁾	Common Stock	531,877	$0	0	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Preferred Series A Stock	⁽¹⁾	07/24/2025		C			149,655	⁽¹⁾	⁽¹⁾	Common Stock	149,655	$0	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Preferred Stock Series B	⁽¹⁾	07/24/2025		C			41,876	⁽¹⁾	⁽¹⁾	Common Stock	41,876	$0	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Preferred Series C Stock	⁽¹⁾	07/24/2025		C			26,993	⁽¹⁾	⁽¹⁾	Common Stock	26,993	$0	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Preferred Series C Stock	⁽¹⁾	07/24/2025		C			1,117,743	⁽¹⁾	⁽¹⁾	Common Stock	1,117,743	$0	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Presidio Management Group XII, L.L.C.

(Last)

(First)

(Middle)

C/O U.S. VENTURE PARTNERS

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

U.S. Venture Partners XII, L.P.

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Tansey Casey M

(Last)

(First)

(Middle)

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date.

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

3. Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP.

4. Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein.

5. Stock Held by USVP XII-A.

6. Stock held by USVP SFI, on its own behalf and as nominee for USVP SFI-A.

	/s/ Dale Holladay, Authorized Signatory on behalf of Presidio Management Group	07/24/2025
	/s/ Dale Holladay, Authorized Signatory on behalf of U.S. Venture Partners XII, L.P.	07/24/2025
	/s/ Dale Holladay, Attorney-in-Fact for Casey M. Tansey	07/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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