SEC Form 3
FORM 3UNITED 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*
Carroll Jill

(Last)(First)(Middle)
929 MAIN STREET
SUITE 200

(Street)
REDWOOD CITY CALIFORNIA 94063

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2026
3. Issuer Name and Ticker or Trading Symbol
Avalyn Pharma Inc. [ AVLN ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
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)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series C-1 Convertible Preferred Stock (1) (1)Common Stock1,419,298(1)ISee Note 2(2)
Series D Convertible Preferred Stock (3) (3)Common Stock489,486(3)ISee Note 2(2)
Explanation of Responses:
1. Each share of Series C-1 Convertible Preferred Stock (the "Series C-1 Preferred Stock") is convertible into Common Stock on a one-for-19.2417 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Series C-1 Preferred Stock has no expiration date.
2. The securities are directly held by SR One Capital Fund II Aggregator, LP ("SR One Fund II Aggregator"). SR One Capital Partners II, LP ("SR One Partners II") serves as the general partner of SR One Fund II Aggregator, and SR One Capital Management, LLC ("SR One Capital Management") serves as the general partner of SR One Partners II. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Fund II Aggregator, and a limited partner of SR One Partners II. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
3. Each share of Series D Convertible Preferred Stock (the "Series D Preferred Stock") is convertible into Common Stock on a one-for-19.2417 basis at any time at the option of the holder, and will automatically convert into the number of shares shown in Column 3 immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock has no expiration date.
/s/ Sasha Keough, attorney-in-fact for Jill Carroll04/29/2026
** Signature of Reporting PersonDate
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).
** 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.
* Form 3: SEC 1473 (03-26)