Sapna Srivastava - 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, 08:31 PM
Previous filing
Jun 16, 2023
Next filing
Jun 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TALS Common Stock Award +518 518 Oct 19, 2023 Direct F1

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) Disposed to Issuer $0 -20.5K -100% $0.00* 0 Oct 19, 2023 Common Stock 20.5K $2.54 Direct F1, F2
transaction TALS Stock Option (Right to Buy Award $0 +20K $0.00 20K Oct 23, 2023 Common Stock 20K $9.46 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 22, 2023, by and among Tourmaline Bio, Inc., the Issuer and Terrain Merger Sub, Inc., a wholly owned subsidiary of the Issuer, the Reporting Person's stock option to purchase 20,500 shares of Common Stock of the Issuer (prior to giving effect to the reverse stock split described below) was accelerated and cancelled at the effective time of the merger contemplated by the Merger Agreement. In consideration for such cancellation, the Reporting Person received a cash payment of $8,066 and 518 shares of Common Stock (after giving effect to a 10-for-1 reverse stock split of the Issuer's Common Stock effected immediately prior to the effective time of the merger).
F2 The shares underlying this option shall vest as follows: the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting.
F3 The shares subject to the option vest in substantially equal monthly installments over a three-year period measured from one month following October 23, 2023, subject to the Reporting Person's continued service on each such vesting date.