Caley Castelein - Oct 19, 2023 Form 4 Insider Report for Tourmaline Bio, Inc. (TALS)

Role: Director
Signature: /s/ Brad Middlekauff, Attorney-in-Fact
Stock symbol: TALS
Transactions as of: Oct 19, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/23/2023, 08:18 PM
Previous filing: Jul 21, 2023
Next filing: Oct 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TALS	Common Stock	Award		+497K			497K	Oct 19, 2023	Direct	F1, F2
transaction	TALS	Common Stock	Award		+458K			458K	Oct 19, 2023	By KVP Capital, LP	F3, F4

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	+10K		$0.00	10K	Oct 23, 2023	Common Stock	10K	$9.46	Direct	F5

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

Explanation of Responses:

Id	Content
F1	39,996 of these shares are subject to a repurchase option in favor of the Issuer in the event that the Reporting Person's continuous service is terminated. Such repurchase option shall lapse in equal monthly installments until such shares are fully vested on June 1, 2026.
F2	Received in exchange for 6,224,374 shares of common stock of Tourmaline Bio, Inc. ("Tourmaline") pursuant to an Agreement and Plan of Merger dated as of June 22, 2023 (the "Merger Agreement") by and among Tourmaline, the Issuer and Terrain Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Under the terms of the Merger Agreement, on October 19, 2023, Merger Sub merged with and into Tourmaline (the "Merger"), with Tourmaline surviving the Merger as a wholly owned subsidiary of the Issuer. Upon the closing of the Merger, each share of Tourmaline common stock was converted into the right to receive 0.07977 of a share of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 10-for-1. Subsequent to the Merger, the name of the Issuer was changed from Talaris Therapeutics, Inc. to Tourmaline Bio, Inc.
F3	Received in exchange for 5,741,986 shares of Tourmaline common stock pursuant to the Merger Agreement.
F4	These shares are held by KVP Capital, LP ("KVP"). The Reporting Person is the Managing Member of KVP Capital GP, LLC, the General Partner of KVP and, as such, has sole voting and investment power with respect to the shares held by KVP. The Reporting Person disclaims beneficial ownership of the shares held by KVP except to the extent of his pecuniary interest therein and this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F5	100% of the shares subject to the option vest on the earlier of October 23, 2024 or the date of the Issuer's 2024 Annual Meeting of Stockholders, subject to the Reporting Person's continued service on such vesting date.