Ryan F. Robinson - Oct 19, 2023 Form 4 Insider Report for Tourmaline Bio, Inc. (TALS)

Role
Interim CFO
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, 08:30 PM
Next filing
Jun 27, 2024

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 Employee Stock Option (Right to Buy) Award +40.2K 40.2K Oct 19, 2023 Common Stock 40.2K $13.92 Direct F1, F2, F3
transaction TALS Employee Stock Option (Right to Buy) Award $0 +16K $0.00 16K Oct 23, 2023 Common Stock 16K $9.46 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Under the terms of an Agreement and Plan of Merger dated as of June 22, 2023 by and among Tourmaline Bio, Inc. ("Tourmaline"), the Issuer and Terrain Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), 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 and each outstanding option to purchase shares of Tourmaline common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable to such Tourmaline stock option prior to the Merger, as adjusted for the exchange ratio and the reverse stock split.
F2 The shares subject to the option vest as to 25% of the shares on July 5, 2024 with the remainder vesting in the following 36 equal monthly installments, subject to the Reporting Person's continued service on each such vesting date.
F3 Received in exchange for a stock option to acquire 504,100 shares of Tourmaline common stock pursuant to the Merger Agreement.
F4 The shares subject to the option vest as to 25% of the shares on October 23, 2024 with the remainder vesting in the following 36 equal monthly installments, subject to the Reporting Person's continued service on each such vesting date.