Sec Form 4 Filing - B CAPITAL GROUP MANAGEMENT, L.P. @ CARLSMED, INC. - 2025-07-24

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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
B CAPITAL GROUP MANAGEMENT, L.P.
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)
(Last) (First) (Middle)
1240 ROSECRANS AVE., 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2025
(Street)
MANHATTAN BEACH, CA90266
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 07/24/2025 C 3,680,506 A 3,680,506 I By B Capital Global Growth III, L.P. ( 2 ) ( 5 )
Common Stock 07/24/2025 P 1,333,333 A $ 15 5,013,839 I By B Capital Global Growth III, L.P. ( 2 ) ( 5 )
Common Stock 07/24/2025 C 2,376,472 A 2,376,472 I By B Capital Healthcare I, L.P. ( 3 ) ( 5 )
Common Stock 07/24/2025 C 931,452 A 931,452 I By Hornet Co-Invest, L.P. ( 4 ) ( 5 )
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 ( 1 ) 07/24/2025 C 1,445,020 ( 1 ) ( 1 ) Common Stock 1,445,020 ( 1 ) 0 I By B Capital Global Growth III, L.P. ( 2 ) ( 5 )
Series C Preferred Stock ( 1 ) 07/24/2025 C 2,235,486 ( 1 ) ( 1 ) Common Stock 2,235,486 ( 1 ) 0 I By B Capital Global Growth III, L.P. ( 2 ) ( 5 )
Series B Preferred Stock ( 1 ) 07/24/2025 C 1,445,020 ( 1 ) ( 1 ) Common Stock 1,445,020 ( 1 ) 0 I By B Capital Healthcare I, L.P. ( 3 ) ( 5 )
Series C Preferred Stock ( 1 ) 07/24/2025 C 931,452 ( 1 ) ( 1 ) Common Stock 931,452 ( 1 ) 0 I By B Capital Healthcare I, L.P. ( 3 ) ( 5 )
Series C Preferred Stock ( 1 ) 07/24/2025 C 931,452 ( 1 ) ( 1 ) Common Stock 931,452 ( 1 ) 0 I By Hornet Co-Invest, L.P. ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
B CAPITAL GROUP MANAGEMENT, L.P.
1240 ROSECRANS AVE., 5TH FLOOR
MANHATTAN BEACH, CA90266
X
B Capital Global Growth III, L.P.
1240 ROSECRANS AVE., 5TH FLOOR
MANHATTAN BEACH, CA90266
X
B Capital Healthcare I, L.P.
1240 ROSECRANS AVE., 5TH FLOOR
MANHATTAN BEACH, CA90266
X
Hornet Co-Invest Investors, Ltd.
1240 ROSECRANS AVE., 5TH FLOOR
MANHATTAN BEACH, CA90266
X
Hornet Co-Invest, LP
1240 ROSECRANS AVE., 5TH FLOOR
MANHATTAN BEACH, CA90266
X
Signatures
B CAPITAL GROUP MANAGEMENT, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory 07/24/2025
Signature of Reporting Person Date
B Capital Global Growth III, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory 07/24/2025
Signature of Reporting Person Date
B Capital Healthcare I, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory 07/24/2025
Signature of Reporting Person Date
Hornet-Co-Invest Investors, Ltd., By: /s/ Rajarshi Ganguly, Authorized Signatory 07/24/2025
Signature of Reporting Person Date
Hornet-Co-Invest, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory 07/24/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date.
( 2 )Shares held by B Capital Global Growth III, L.P.
( 3 )Shares held by B Capital Healthcare I, L.P.
( 4 )Shares held by Hornet Co-Invest, L.P.
( 5 )B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

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