Sec Form 4 Filing - YOUNG PHILIP M @ CARLSMED, INC. - 2025-07-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
YOUNG PHILIP M
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)
(Last) (First) (Middle)
C/O CARLSMED, INC., 1800 ASTON AVE., SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2025
(Street)
CARLSBAD, CA92008
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 07/22/2025 A 17,333 ( 1 ) ( 2 ) A $ 0 17,333 ( 1 ) ( 2 ) D
Common Stock 07/24/2025 C 28,900 A 28,900 I See Footnotes ( 4 ) ( 5 )
Common Stock 07/24/2025 P 6,666 ( 6 ) A $ 15 35,566 ( 7 ) I See Footnotes ( 4 ) ( 5 )
Common Stock 07/24/2025 P 53,333 ( 8 ) A $ 15 53,333 I See Footnotes ( 9 ) ( 10 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock ( 3 ) 07/24/2025 C 28,900 ( 3 ) ( 3 ) Common Stock 28,900 ( 3 ) 0 I See Footnotes ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
YOUNG PHILIP M
C/O CARLSMED, INC.
1800 ASTON AVE., SUITE 100
CARLSBAD, CA92008
X
Signatures
/s/ Leonard Greenstein, as attorney-in-fact for Philip Young 07/24/2025
Signature of Reporting Person Date
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 )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.
( 4 )Stock held by PMY Partners LP.
( 5 )Reporting Person is the sole general partner of PMY Partners L.P. and has voting and dispositive power over the stock held by PMY Partners L.P.
( 6 )Includes 6,666 shares of the Issuer's common stock purchased by PMY Partners L.P. 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.
( 7 )(7) Includes (i) 6,666 shares of the Issuer's common stock purchased by PMY Partners L.P. in the Issuer's initial public offering at the public offering price of $15.00 per share, and (ii) 28,900 shares of common stock issued to PMY Partners L.P. upon the conversion of outstanding preferred stock on a 1-to-1 basis, immediately prior to the closing of the Issuer's public offering.
( 8 )Includes 53,333 shares of the Issuer's common stock purchased by the Young Family Trust dtd 04/13/1998 Nancy Halsey Young & Philip Young, Trustees (the "Trust") 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 )Stock held by the Trust.
( 10 )Reporting Person is a trustee of the Trust and has voting and dispositive power over the stock held by the Trust.

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).

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