ANTHONY P. ADAMIS - 18 Mar 2025 Form 4 Insider Report for Kalaris Therapeutics, Inc. (KLRS)

Role
Director
Signature
/s/ Andrew Oxtoby, Attorney-in-Fact
Issuer symbol
KLRS
Transactions as of
18 Mar 2025
Net transactions value
$0
Form type
4
Filing time
18 Mar 2025, 17:37:53 UTC
Previous filing
25 Jun 2024
Next filing
11 Apr 2025

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 KLRS Stock Option (right to buy) Award +19,484 19,484 18 Mar 2025 Common Stock 19,484 $0.5500 Direct F1, F2, F3
transaction KLRS Stock Option (right to buy) Award +12,989 12,989 18 Mar 2025 Common Stock 12,989 $0.5500 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Stock option assumed in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2024 (the "Merger Agreement"), by and among the Issuer, Aurora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and Kalaris Tx, Inc. (previously named Kalaris Therapeutics, Inc.), a Delaware corporation ("KTx"), in exchange for an outstanding option to purchase shares of KTx pursuant to the terms and conditions of the Merger Agreement (such transaction, the "Merger").
F2 This option vests over four years beginning on the vesting commencement date of October 1, 2021, with 25% of the shares underlying the option having vested on October 1, 2022, and an additional 1/48th the shares underlying the option vesting at the end of each successive one-month period thereafter.
F3 Pursuant to the terms of the Merger Agreement, as the effective time of the Merger, each outstanding option to purchase shares of KTx common stock, whether or not vested, was converted into an option to acquire shares of common stock of the Issuer, with necessary adjustments to the number of shares and exercise price to reflect an exchange ratio equal to 0.2016 per share, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger.