Marcella K. Ruddy - Jun 20, 2024 Form 4 Insider Report for Tectonic Therapeutic, Inc. (TECX)

Role
Chief Medical Officer
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, 04:22 PM
Next filing
Oct 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TECX Common Stock Award +32.1K 32.1K Jun 20, 2024 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 TECX Employee Stock Option (Right to Buy) Award +43.9K 43.9K Jun 20, 2024 Common Stock 43.9K $2.38 Direct F2, F3, F4
transaction TECX Employee Stock Option (Right to Buy) Award +18.7K 18.7K Jun 20, 2024 Common Stock 18.7K $5.38 Direct F2, F5, F6
transaction TECX Employee Stock Option (Right to Buy) Award $0 +81.7K $0.00 81.7K Jun 20, 2024 Common Stock 81.7K $16.80 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for 60,000 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.
F2 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.
F3 23,360 of the shares subject to the option are immediately exercisable and the remainder vest in 13 equal monthly installments beginning on July 19, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
F4 Received in exchange for a stock option to acquire 82,233 shares of Tectonic common stock pursuant to the Merger Agreement.
F5 The shares subject to the option vest in 48 equal monthly installments beginning on December 1, 2023, subject to the Reporting Person's continued service to the Issuer on each such vesting date
F6 Received in exchange for a stock option to acquire 35,000 shares of Tectonic common stock pursuant to the Merger Agreement.
F7 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