Home/Filings/3/0000899243-21-018548

3//SEC Filing

Clarus Defined Exit I, L.P. 3

Accession 0000899243-21-018548

CIK 0001827506other

View on SEC.gov Company Profile

Filed

May 5, 8:00 PM ET

Accepted

May 6, 9:28 PM ET

Size

41.4 KB

Accession

0000899243-21-018548

Insider Transaction Report

Form 3

Period: 2021-05-06

Talaris Therapeutics, Inc.TALS

Clarus IV-B, L.P.

10% Owner

Holdings

Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)

Clarus IV-D, L.P.

10% Owner

Holdings

Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)

Clarus Ventures DE GP, L.P.

10% Owner

Holdings

Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)

Clarus Defined Exit I, L.P.

10% Owner

Holdings

Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)

Clarus DE II, L.P.

10% Owner

Holdings

Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)

Clarus IV-A, L.P.

10% Owner

Holdings

Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)

Clarus IV GP L.P.

10% Owner

Holdings

Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)

Blackstone Clarus DE L.L.C.

10% Owner

Holdings

Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)

Blackstone Clarus GP L.L.C.

10% Owner

Holdings

Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)

Clarus IV-C, L.P.

10% Owner

Holdings

Series A Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (4,859,812 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (276,060 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (557,546 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (363,433 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (670,347 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (130,236 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (105,213 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (126,499 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (25,296 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (690,150 underlying)
Series A-1 Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (134,047 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (52,094 underlying)
Series B Convertible Preferred Stock
(indirect: See Footnotes)
→ Common Stock (68,582 underlying)

Footnotes (14)

[F1]Each share of the Issuer's Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") is convertible at any time at the option of the holder and will automatically convert on a 1-for-5.35 basis into common stock of the Issuer upon the closing of the Issuer's initial public offering. The Preferred Stock has no expiration date.
[F10]Clarus IV GP, L.P. is the general partner of each of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P. and Clarus IV-D, L.P. Blackstone Clarus GP L.P. is the general partner of Clarus IV GP, L.P. Blackstone Clarus GP L.L.C. is the general partner of Blackstone Clarus GP L.P. The sole member of Blackstone Clarus GP L.L.C. is Blackstone Holdings I L.P.
[F11]The general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Series II preferred stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
[F12]Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
[F13]Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
[F14]Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
[F2]Reflects securities held directly by Clarus Lifesciences III, L.P. Clarus Ventures III GP, L.P. is the general partner of Clarus Lifesciences III, L.P. Blackstone Clarus III L.L.C. is the general partner of Clarus Ventures III GP, L.P. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P.
[F3]Reflects securities held directly by Clarus Defined Exit I, L.P.
[F4]Reflects securities held directly by Clarus DE II, L.P.
[F5]Reflects securities held directly by Clarus IV-A, L.P.
[F6]Reflects securities held directly by Clarus IV-B, L.P.
[F7]Reflects securities held directly by Clarus IV-C, L.P.
[F8]Reflects securities held directly by Clarus IV-D, L.P.
[F9]Clarus Ventures DE GP, L.P. is the general partner of each of Clarus Defined Exit I, L.P. and Clarus DE II, L.P. Blackstone Clarus DE L.L.C. is the general partner of Clarus Ventures DE GP, L.P. The sole member of Blackstone Clarus DE L.L.C. is Blackstone Holdings II L.P.

Documents

1 file

3
doc3.xmlPrimary
FORM 3 SUBMISSION

Issuer

Talaris Therapeutics, Inc.

CIK 0001827506

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001615352

Filing Metadata

Form type: 3
Filed: May 5, 8:00 PM ET
Accepted: May 6, 9:28 PM ET
Size: 41.4 KB

View on SEC.gov