4//SEC Filing
Johnson Kevin Bruce 4
Accession 0001994710-25-000005
CIK 0001827506other
Filed
Oct 27, 8:00 PM ET
Accepted
Oct 28, 6:30 PM ET
Size
14.9 KB
Accession
0001994710-25-000005
Insider Transaction Report
Form 4
Johnson Kevin Bruce
Chief Regulatory Officer
Transactions
- Disposition to Issuer
Common Stock
2025-10-28−11,046→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-10-28−96,146→ 0 totalExercise: $7.90→ Common Stock (96,146 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-10-28−58,000→ 0 totalExercise: $17.00→ Common Stock (58,000 underlying) - Disposition from Tender
Common Stock
2025-10-28−40,538→ 11,046 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2025-10-28−46,774→ 0 totalExercise: $9.46→ Common Stock (46,774 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 8, 2025, by and among Issuer, Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland ("Parent"), and Torino Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on October 28, 2025, Merger Sub completed a cash tender offer to acquire all of the shares of common stock of the Issuer, par value $0.0001 (the "Shares"), issued and outstanding immediately prior to the effective time of the merger (the "Effective Time"), in exchange for $48.00 in cash per Share, subject to any applicable withholding of taxes (the "Merger Consideration").
- [F2]Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for $48.00 in cash per Share.
- [F3]Pursuant to the terms of the Merger Agreement, each restricted Share outstanding and subject to the Issuer's repurchase right as of immediately prior to the Effective Time became fully vested effective as of immediately prior to the Effective Time, and, by virtue of the merger and net of any applicable withholding taxes, was treated as a Share for all purposes under the terms of the Merger Agreement.
- [F4]Pursuant to the terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such option and (ii) the aggregate number of Shares issuable upon exercise of such option or portion thereof, subject to any applicable withholding of taxes.
Documents
Issuer
Tourmaline Bio, Inc.
CIK 0001827506
Entity typeother
Related Parties
1- filerCIK 0001994710
Filing Metadata
- Form type
- 4
- Filed
- Oct 27, 8:00 PM ET
- Accepted
- Oct 28, 6:30 PM ET
- Size
- 14.9 KB