4//SEC Filing
Jones Susan Dana 4
Accession 0001209191-23-053395
CIK 0001827506other
Filed
Oct 22, 8:00 PM ET
Accepted
Oct 23, 8:23 PM ET
Size
11.7 KB
Accession
0001209191-23-053395
Insider Transaction Report
Form 4
Jones Susan Dana
Chief Technology Officer
Transactions
- Award
Common Stock
2023-10-19+22,934→ 22,934 total - Award
Employee Stock Option (Right to Buy)
2023-10-23+46,774→ 46,774 totalExercise: $9.46Exp: 2033-10-23→ Common Stock (46,774 underlying) - Award
Employee Stock Option (Right to Buy)
2023-10-19+76,219→ 76,219 totalExercise: $7.90Exp: 2033-06-17→ Common Stock (76,219 underlying)
Footnotes (6)
- [F1]12,630 of these shares are subject to a repurchase option in favor of the Issuer in the event that the Reporting Person's continuous service is terminated. Such repurchase option shall lapse in equal monthly installments until such shares are fully vested on June 1, 2026.
- [F2]Received in exchange for 287,500 shares of common stock of Tourmaline Bio, Inc. ("Tourmaline") pursuant to an Agreement and Plan of Merger dated as of June 22, 2023 (the "Merger Agreement") by and among Tourmaline, the Issuer and Terrain Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Under the terms of the Merger Agreement, on October 19, 2023, Merger Sub merged with and into Tourmaline (the "Merger"), with Tourmaline surviving the Merger as a wholly owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Tourmaline common stock was converted into the right to receive 0.07977 of a share of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 10-for-1. Subsequent to the Merger, the name of the Issuer was changed from Talaris Therapeutics, Inc. to Tourmaline Bio, Inc.
- [F3]Upon the closing of the Merger, each outstanding option to purchase shares of Tourmaline common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable to such Tourmaline stock option prior to the Merger, as adjusted for the exchange ratio and the reverse stock split.
- [F4]The shares subject to the option vest as to 25% of the shares on June 14, 2024 with the remainder vesting in the following 36 equal monthly installments, subject to the Reporting Person's continued service on each such vesting date.
- [F5]Received in exchange for a stock option to acquire 955,500 shares of Tourmaline common stock pursuant to the Merger Agreement.
- [F6]The shares subject to the option vest as to 25% of the shares on October 23, 2024 with the remainder vesting in the following 36 equal monthly installments, subject to the Reporting Person's continued service on each such vesting date.
Documents
Issuer
Tourmaline Bio, Inc.
CIK 0001827506
Entity typeother
Related Parties
1- filerCIK 0001995339
Filing Metadata
- Form type
- 4
- Filed
- Oct 22, 8:00 PM ET
- Accepted
- Oct 23, 8:23 PM ET
- Size
- 11.7 KB