Longitude Capital Partners III, LLC - 11 May 2021 Form 4 Insider Report for Talaris Therapeutics, Inc. (TRML)

Role
10%+ Owner
Signature
/s/ Patrick G. Enright, individually, and as Managing Member of Longitude Capital Partners III, LLC and as Managing Member of Longitude Capital Partners III, LLC., General Partner of Longitude Venture Partners III, L.P.
Issuer symbol
TRML
Transactions as of
11 May 2021
Net transactions value
+$3,995,000
Form type
4
Filing time
11 May 2021, 20:29:16 UTC
Next filing
27 Jan 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TALS Common Stock Conversion of derivative security +2,985,775 2,985,775 11 May 2021 By Longitude Venture Partners III, L.P. F1, F2
transaction TALS Common Stock Purchase $3,995,000 +235,000 +7.9% $17.00 3,220,775 11 May 2021 By Longitude Venture Partners III, L.P. F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TALS Series A Preferred Stock Conversion of derivative security $0 -1,308,410 -100% $0.000000* 0 11 May 2021 Common Stock 1,308,410 By Longitude Venture Partners III, L.P. F1, F2
transaction TALS Series A-1 Preferred Stock Conversion of derivative security $0 -1,271,027 -100% $0.000000* 0 11 May 2021 Common Stock 1,271,027 By Longitude Venture Partners III, L.P. F1, F2
transaction TALS Series B Preferred Stock Conversion of derivative security $0 -406,338 -100% $0.000000* 0 11 May 2021 Common Stock 406,338 By Longitude Venture Partners III, L.P. F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A Preferred Stock converted into common stock on a 1-for-5.35 basis automatically upon the closing of the Issuer's initial public offering. Each share of Series A-1 Preferred Stock converted into common stock on a 1-for-5.35 basis automatically upon the closing of the Issuer's initial public offering. Each share of Series B Preferred Stock converted into common stock on a 1-for-5.35 basis 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 had 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 and may be deemed to have voting and investment power over the shares held by LVP III. Patrick G. Enright and Juliet Tammenoms Bakker are managing members of LCP III and may be deemed to share voting and investment power with respect to the shares held by LVP III. Each of LCP III, Mr. Enright and Ms. Tammenoms Bakker disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any of them 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.