Sandip Agarwala - May 11, 2021 Form 4 Insider Report for Talaris Therapeutics, Inc. (TALS)

Role
Director, 10%+ Owner
Signature
/s/ Mary Kay Fenton, attorney-in-fact
Stock symbol
TALS
Transactions as of
May 11, 2021
Transactions value $
$3,995,000
Form type
4
Date filed
5/11/2021, 08:29 PM
Next filing
Jun 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TALS Common Stock Conversion of derivative security +2.99M 2.99M May 11, 2021 See footnote F1, F2
transaction TALS Common Stock Purchase $4M +235K +7.87% $17.00* 3.22M May 11, 2021 See footnote 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 -1.31M -100% $0.00* 0 May 11, 2021 Common Stock 1.31M See footnote F1, F2
transaction TALS Series A-1 Preferred Stock Conversion of derivative security $0 -1.27M -100% $0.00* 0 May 11, 2021 Common Stock 1.27M See footnote F1, F2
transaction TALS Series B Preferred Stock Conversion of derivative security $0 -406K -100% $0.00* 0 May 11, 2021 Common Stock 406K See footnote 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 is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Series A-1 Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Series B Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and 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 have 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. The Reporting Person is a member of LCP III and may be deemed to share voting and investment power with respect to these securities. The Reporting Person disclaims beneficial ownership of such shares and this report shall not be deemed an admission that the Reporting Person 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.