SEC FORM 3

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

B CAPITAL GROUP MANAGEMENT, L.P.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2025

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	1,445,020	⁽¹⁾	I	By B Capital Global Growth III, L.P.⁽²⁾⁽⁵⁾
Series C convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	2,235,486	⁽¹⁾	I	By B Capital Global Growth III, L.P.⁽²⁾⁽⁵⁾
Series B convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	1,445,020	⁽¹⁾	I	By B Capital Healthcare I, L.P.⁽³⁾⁽⁵⁾
Series C convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	931,452	⁽¹⁾	I	By B Capital Healthcare I, L.P.⁽³⁾⁽⁵⁾
Series C convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	931,452	⁽¹⁾	I	By Hornet Co-Invest, L.P.⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

B CAPITAL GROUP MANAGEMENT, L.P.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(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^*

B Capital Global Growth III, L.P.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(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^*

B Capital Healthcare I, L.P.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(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^*

Hornet Co-Invest Investors, Ltd.

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(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^*

Hornet Co-Invest, LP

(Last)

(First)

(Middle)

1240 ROSECRANS AVE., 5TH FLOOR

(Street)

MANHATTAN BEACH

90266

(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 and have no expiration date.

2. Stock held by B Capital Global Growth III, L.P.

3. Stock held by B Capital Healthcare I, L.P.

4. Stock 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.

	B CAPITAL GROUP MANAGEMENT, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory	07/22/2025
	B Capital Global Growth III, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory	07/22/2025
	B Capital Healthcare I, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory	07/22/2025
	Hornet-Co-Invest Investors, Ltd., By: /s/ Rajarshi Ganguly, Authorized Signatory	07/22/2025
	Hornet-Co-Invest, L.P., By: /s/ Rajarshi Ganguly, Authorized Signatory	07/22/2025
	** 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 5 (b)(v).
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