Alise Reicin - Jun 20, 2024 Form 4 Insider Report for Tectonic Therapeutic, Inc. (TECX)

Role: Chief Executive Officer, Director
Signature: /s/ Daniel Lochner, Attorney-in-Fact
Stock symbol: TECX
Transactions as of: Jun 20, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/24/2024, 04:12 PM
Previous filing: Jun 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TECX	Common Stock	Award		+167K			167K	Jun 20, 2024	Direct	F1, F2
transaction	TECX	Common Stock	Award		+125K			125K	Jun 20, 2024	By Trust	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	TECX	Employee Stock Option (Right to Buy)	Award		+33.9K			33.9K	Jun 20, 2024	Common Stock	33.9K	$2.38	Direct	F5, F6, F7
transaction	TECX	Employee Stock Option (Right to Buy)	Award		+23.4K			23.4K	Jun 20, 2024	Common Stock	23.4K	$5.38	Direct	F5, F8, F9
transaction	TECX	Employee Stock Option (Right to Buy)	Award	$0	+290K		$0.00	290K	Jun 20, 2024	Common Stock	290K	$16.80	Direct	F10

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

Explanation of Responses:

Id	Content
F1	Certain of these shares are subject to vesting and a repurchase right in favor of the Issuer, as follows: (i) 2,256 shares on July 10, 2024, (ii) 2,256 shares on August 10, 2024, (iii) 2,781 shares on November 30, 2024, and (iv) 4,079 shares on December 31, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F2	Received in exchange for 311,703 shares of common stock of Tectonic Therapeutic, Inc., a Delaware corporation ("Tectonic"), pursuant to an Agreement and Plan of Merger dated as of January 30, 2024 (the "Merger Agreement") by and among AVROBIO, Inc., a Delaware corporation ("AVROBIO"), Tectonic and Alpine Merger Subsidiary, Inc., a direct, wholly owned subsidiary of AVROBIO (the "Merger Sub"). Under the terms of the Merger Agreement, on June 20, 2024, Merger Sub merged with and into Tectonic (the "Merger"), with Tectonic surviving the Merger as a wholly owned subsidiary of AVROBIO. Upon the closing of the Merger, each share of Tectonic common stock was converted into the right to receive 0.534419990 shares of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 1-for-12. Subsequent to the Merger, the name of the Issuer was changed from AVROBIO, Inc. to Tectonic Therapeutic, Inc.
F3	Received in exchange for 233,019 shares of common stock of Tectonic on the same terms and conditions as set forth in footnote (2) herein.
F4	These shares are held by the Reicin-Boiarsky Family Trust (the "Trust"). The Reporting Person's spouse is a co-trustee of the Trust. Accordingly, the Reporting Person may be deemed to have shared voting and dispositive power over the securities held by the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F5	Upon the closing of the Merger, each outstanding option to purchase shares of Tectonic 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 Tectonic stock option prior to the Merger, as adjusted for the exchange ratio and the reverse stock split.
F6	The shares subject to the option vest as follows: (i) 4,079 shares on June 30, 2024; (ii) 4,078 shares on July 31, 2024, (iii) 4,078 shares on August 31, 2024, (iv) 4,079 shares on September 30, 2024, (v) 4,078 shares on October 31, 2024, (vi) 1,297 shares on November 30, 2024, (vii) 4,078 shares on January 31, 2025, (viii) 4,078 shares on February 28, 2025 and (iv) 4,078 shares on March 31, 2025, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F7	Received in exchange for a stock option to acquire 63,478 shares of Tectonic common stock pursuant to the Merger Agreement.
F8	The shares subject to the option vest in 42 equal monthly installments beginning on July 1, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F9	Received in exchange for a stock option to acquire 43,750 shares of Tectonic common stock pursuant to the Merger Agreement.
F10	The shares subject to the option vest as to 25% of the shares on June 20, 2025 with the remainder vesting in the following 36 equal monthly installments, subject to the Reporting Person's continued service on each such vesting date.