Michael Zdanowski - Feb 1, 2023 Form 4 Insider Report for Talaris Therapeutics, Inc. (TALS)

Role: Chief Technology Officer
Signature: /s/ Mary Kay Fenton, attorney-in-fact
Stock symbol: TALS
Transactions as of: Feb 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/3/2023, 04:02 PM
Previous filing: Sep 13, 2022

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	Stock Option (Right to Buy)	Award	$0	+150K		$0.00	150K	Feb 1, 2023	Common Stock	150K	$1.73	Direct	F1
transaction	TALS	Stock Appreciation Right	Award	$0	+150K		$0.00	150K	Feb 1, 2023	Common Stock	150K	$1.73	Direct	F2

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

Explanation of Responses:

Id	Content
F1	The shares underlying this option shall vest as follows: one-third on August 1, 2023 and the remaining two-thirds on August 1, 2024.
F2	Each Time Vested Stock Appreciation Right ("TV SAR") represents the right to receive either, (i) the largest whole number of shares of stock with a value closest to, but not in excess of, the product of the increase in fair market value of one share of common stock from the date of grant of the TV SAR to the date of exercise of the TV SAR, multiplied by the number of shares of common stock underlying the TV SAR that is being exercised, or (ii) the Company may elect to make cash payment measured by the increase in the fair market value of one share of common stock from the date of grant of the TV SAR to the date of exercise of the TVSAR. One-third of the TV SAR awards will vest on August 1, 2023 and the remaining two-thirds will vest on August 1, 2024. The TV SAR awards expire on February 1, 2033 and have an exercise price of $1.73 per share, the closing price of the common stock on the grant date.

Content

The shares underlying this option shall vest as follows: one-third on August 1, 2023 and the remaining two-thirds on August 1, 2024.

Each Time Vested Stock Appreciation Right ("TV SAR") represents the right to receive either, (i) the largest whole number of shares of stock with a value closest to, but not in excess of, the product of the increase in fair market value of one share of common stock from the date of grant of the TV SAR to the date of exercise of the TV SAR, multiplied by the number of shares of common stock underlying the TV SAR that is being exercised, or (ii) the Company may elect to make cash payment measured by the increase in the fair market value of one share of common stock from the date of grant of the TV SAR to the date of exercise of the TVSAR. One-third of the TV SAR awards will vest on August 1, 2023 and the remaining two-thirds will vest on August 1, 2024. The TV SAR awards expire on February 1, 2033 and have an exercise price of $1.73 per share, the closing price of the common stock on the grant date.