Orbimed Advisors Llc - Sep 19, 2022 Form 4 Insider Report for Third Harmonic Bio, Inc. (THRD)

Role: Director, 10%+ Owner
Signature: OrbiMed Advisors LLC: By /s/ Douglas Coon, Chief Compliance Officer, OrbiMed Capital GP VII LLC; By /s/ Douglas Coon, Chief Compliance Officer
Stock symbol: THRD
Transactions as of: Sep 19, 2022
Transactions value $: $5,100,000
Form type: 4
Date filed: 9/21/2022, 06:00 PM
Previous filing: Sep 16, 2022
Next filing: Nov 9, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	THRD	Common Stock	Conversion of derivative security		+5.48M			5.48M	Sep 19, 2022	See Footnote	F1, F2, F3
transaction	THRD	Common Stock	Purchase	$5.1M	+300K	+5.48%	$17.00	5.78M	Sep 19, 2022	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	THRD	Series A-2 Preferred Stock	Conversion of derivative security		-8.59M	-100%		0	Sep 19, 2022	Common Stock	3.8M		See Footnote	F1, F2, F3
transaction	THRD	Series A-3 Preferred Stock	Conversion of derivative security		-2.44M	-100%		0	Sep 19, 2022	Common Stock	1.08M		See Footnote	F1, F2, F3
transaction	THRD	Series B Preferred Stock	Conversion of derivative security		-1.34M	-100%		0	Sep 19, 2022	Common Stock	594K		See Footnote	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Each share of the Issuer's Series A-2 Preferred Stock, Series A-3 Preferred Stock, and Series B Preferred Stock automatically converted into the number of shares of the Issuer's Common Stock based on a 1 to 2.259 reverse stock conversion ratio immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
F2	This report on Form 4 is jointly filed by OrbiMed Capital GP VII LLC ("OrbiMed GP VII") and OrbiMed Advisors LLC ("OrbiMed Advisors"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1 (a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
F3	These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed GP VII is the general partner of OPI VII and OrbiMed Advisors is the managing member of OrbiMed GP VII. By virtue of such relationships, OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.