Parvinder Thiara - 19 Oct 2023 Form 4 Insider Report for Tourmaline Bio, Inc. (TRML)

Role: Director
Signature: /s/ Brad Middlekauff, Attorney-in-Fact
Issuer symbol: TRML
Transactions as of: 19 Oct 2023
Net transactions value: $0
Form type: 4
Filing time: 23 Oct 2023, 20:33:10 UTC
Previous filing: 02 Oct 2023
Next filing: 26 Oct 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TALS	Common Stock	Award		+75,782			75,782	19 Oct 2023	Direct	F1, F2

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	+10,000		$0.000000	10,000	23 Oct 2023	Common Stock	10,000	$9.46	Direct	F3

* 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 May 6, 2025.
F2	Received in exchange for 950,000 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	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.