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

Role: Director, 10%+ Owner
Signature: /s/ Mary Kay Fenton, attorney-in-fact
Issuer symbol: TRML
Transactions as of: 11 May 2021
Net transactions value: +$3,995,000
Form type: 4
Filing time: 11 May 2021, 20:29:51 UTC
Next filing: 13 Jun 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	See footnote	F1, F2
transaction	TALS	Common Stock	Purchase	$3,995,000	+235,000	+7.9%	$17.00^*	3,220,775	11 May 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	-1,308,410	-100%	$0.000000^*	0	11 May 2021	Common Stock	1,308,410		See footnote	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		See footnote	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		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.