Agarwala Sandip 4
4 · Talaris Therapeutics, Inc. · Filed May 11, 2021
Insider Transaction Report
Form 4
Agarwala Sandip
Director10% Owner
Transactions
- Purchase
Common Stock
2021-05-11$17.00/sh+235,000$3,995,000→ 3,220,775 total(indirect: See footnote) - Conversion
Series A-1 Preferred Stock
2021-05-11−1,271,027→ 0 total(indirect: See footnote)→ Common Stock (1,271,027 underlying) - Conversion
Common Stock
2021-05-11+2,985,775→ 2,985,775 total(indirect: See footnote) - Conversion
Series A Preferred Stock
2021-05-11−1,308,410→ 0 total(indirect: See footnote)→ Common Stock (1,308,410 underlying) - Conversion
Series B Preferred Stock
2021-05-11−406,338→ 0 total(indirect: See footnote)→ Common Stock (406,338 underlying)
Footnotes (3)
- [F1]Each share of Series A Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Series A-1 Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Series B Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock have no expiration date.
- [F2]These shares are held by Longitude Venture Partners III, L.P ("LVP III"). Longitude Capital Partners III, LLC ("LCP III") is the general partner of LVP III. The Reporting Person is a member of LCP III and may be deemed to share voting and investment power with respect to these securities. The Reporting Person disclaims beneficial ownership of such shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
- [F3]On May 11, 2021, LVP III purchased 235,000 shares of Common Stock of the Issuer at a price of $17.00 per share pursuant to an underwritten public offering.