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4//SEC Filing

Thiara Parvinder 4

Accession 0001209191-23-053409

CIK 0001827506other

Filed

Oct 22, 8:00 PM ET

Accepted

Oct 23, 8:33 PM ET

Size

8.4 KB

Accession

0001209191-23-053409

Insider Transaction Report

Form 4
Period: 2023-10-19
Transactions
  • Award

    Stock Option (Right to Buy

    2023-10-23+10,00010,000 total
    Exercise: $9.46Exp: 2033-10-22Common Stock (10,000 underlying)
  • Award

    Common Stock

    2023-10-19+75,78275,782 total
Footnotes (3)
  • [F1]39,996 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 May 6, 2025.
  • [F2]Received in exchange for 950,000 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]100% of the shares subject to the option vest on the earlier of October 23, 2024 or the date of the Issuer's 2024 Annual Meeting of Stockholders, subject to the Reporting Person's continued service on such vesting date.

Issuer

Tourmaline Bio, Inc.

CIK 0001827506

Entity typeother

Related Parties

1
  • filerCIK 0001995535

Filing Metadata

Form type
4
Filed
Oct 22, 8:00 PM ET
Accepted
Oct 23, 8:33 PM ET
Size
8.4 KB