Matthew Feinsod - 18 Mar 2025 Form 4 Insider Report for Kalaris Therapeutics, Inc. (KLRS)

Role: Chief Medical Officer
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, 17:43:41 UTC
Next filing: 11 Apr 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KLRS	Common Stock	Award		+4,030			4,030	18 Mar 2025	Direct	F1, F2

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		+28,224			28,224	18 Mar 2025	Common Stock	28,224	$0.8500	Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares issued upon 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 outstanding shares of KTx pursuant to the terms and conditions of the Merger Agreement (such transaction, the "Merger").
F2	Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, each share of KTx common stock was converted into and became exchangeable for the right to receive 0.2016 shares of common stock of the Issuer (the "Exchange Ratio") and 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 the Exchange Ratio, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger.
F3	Stock option assumed in connection with the closing of the Merger, in exchange for an outstanding option to purchase shares of KTx pursuant to the terms and conditions of the Merger Agreement.
F4	This option vests over four years beginning on the vesting commencement date of June 17, 2024, with 1/48th the shares underlying the option vesting at the end of each successive one-month period thereafter.