MCDADE MARK 4

Accession 0001209191-23-053401

CIK 0001827506other

View on SEC.gov Company Profile

Filed

Oct 22, 8:00 PM ET

Accepted

Oct 23, 8:26 PM ET

Size

19.6 KB

Accession

0001209191-23-053401

Insider Transaction Report

Form 4

Period: 2023-10-19

Tourmaline Bio, Inc.TRML

MCDADE MARK

Director

Transactions

Award
Common Stock
2023-10-19+348,431→ 348,431 total(indirect: By Qiming U.S. Healthcare Fund III,L.P.)
Award
Common Stock
2023-10-19+518→ 518 total
Disposition to Issuer
Stock Option (Right to Buy)
2023-10-19−20,500→ 0 total
Exercise: $2.54Exp: 2033-06-13→ Common Stock (20,500 underlying)
Award
Stock Option (Right to Buy)
2023-10-23+20,000→ 20,000 total
Exercise: $9.46Exp: 2033-10-22→ Common Stock (20,000 underlying)

Holdings

Common Stock
(indirect: By Qiming U.S. Healthcare Fund I,L.P.)
183,177
Common Stock
(indirect: By Qiming U.S. Healthcare Fund II,L.P.)
110,083

Footnotes (8)

[F1]Received in exchange for 4,367,945 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.
[F2]The securities are directly held by Qiming U.S. Healthcare Fund III, L.P. ("Qiming III"). Qiming U.S. Healthcare GP III, LLC ("Qiming GP III") is the sole general partner of Qiming III. The Reporting Person is a managing member of Qiming GP III and may be deemed to share voting and dispositive power over the securities held by Qiming III. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
[F3]Pursuant to the Merger Agreement, the Reporting Person's stock option to purchase 20,500 shares of Common Stock (prior to giving effect to the reverse stock split described in footnote (1)) was accelerated and cancelled at the effective time of the Merger. In consideration for such cancellation, the Reporting Person received a cash payment of $8,066 and 518 shares of Common Stock (after giving effect to the reverse stock split).
[F4]Reflects a 10-for-1 reverse stock split of the Issuer's Common Stock effected on October 19, 2023 immediately prior to the effective time of the Merger.
[F5]The securities are directly held by Qiming U.S. Healthcare Fund I, L.P. ("Qiming"). Qiming U.S. Healthcare GP I, LLC ("Qiming GP") is the sole general partner of Qiming. The Reporting Person is a managing member of Qiming GP and may be deemed to share voting and dispositive power over the securities held by Qiming. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
[F6]The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming II"). Qiming U.S. Healthcare GP II, LLC ("Qiming GP II") is the sole general partner of Qiming II. The Reporting Person is a managing member of Qiming GP II and may be deemed to share voting and dispositive power over the securities held by Qiming II. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.
[F7]The shares underlying this option shall vest as follows: the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting.
[F8]The shares subject to the option vest in substantially equal monthly installments over a three-year period measured from one month following October 23, 2023, subject to the Reporting Person's continued service on each such vesting date.

Documents

2 files

Issuer

Tourmaline Bio, Inc.

CIK 0001827506

→

Entity typeother

Related Parties

filerCIK 0001242126

Filing Metadata

Form type: 4
Filed: Oct 22, 8:00 PM ET
Accepted: Oct 23, 8:26 PM ET
Size: 19.6 KB

View on SEC.gov