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

Role
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, 04:27 PM
Previous filing
Jun 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TECX Common Stock Award +1.07M 1.07M Jun 20, 2024 See Footnote F1, F2
transaction TECX Common Stock Award +20.3K 20.3K Jun 20, 2024 See Footnote F3, F4
transaction TECX Common Stock Award +64.7K 64.7K Jun 20, 2024 See Footnote F5, F6

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 Stock Option (Right to Buy) Award $0 +11.8K $0.00 11.8K Jun 20, 2024 Common Stock 11.8K $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 2,007,902 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 The reportable securities are owned directly by Polaris Partners IX, L.P. ("PP IX"). Polaris Partners GP IX, L.L.C. ("PP GP IX") is the general partner of PP IX. Each of David Barrett, Brian Chee, Amir Nashat and Amy Schulman are the managing members of PP GP IX (collectively, the "PP IX GP Managing Members"), and the Reporting Person, a member of the Issuer's board of directors, holds an interest in PP GP IX. Each of PP GP IX, the PP IX GP Managing Members and the Reporting Person, in their respective capacities with respect to PP GP IX, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP IX, and each disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.
F3 Received in exchange for 37,914 shares of common stock of Tectonic on the same terms and conditions as set forth in footnote (1) herein.
F4 The reportable securities are owned directly by Polaris Founders Capital I, LP. ("PFC I"). Polaris Founders Capital Management Co. I, L.L.C. ("PFCM I") is the general partner of PFC I. Each of the Reporting Person, a member of the Issuer's board of directors, and Jonathan Flint are the managing members of PFCM I (the "PFCM I Managing Members"). Each of PFCM I and the PFCM I Managing Members, in their respective capacities with respect to PFCM I, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PFC I, and each disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.
F5 Received in exchange for 120,976 shares of common stock of Tectonic on the same terms and conditions as set forth in footnote (1) herein.
F6 The reportable securities are owned directly by Polaris Founders Capital II, LP. ("PFC II"). Polaris Founders Capital Management Co. I, L.L.C. ("PFCM II") is the general partner of PFC II. Each of the Reporting Person, a member of the Issuer's board of directors, and Jonathan Flint are the managing members of PFCM II (the "PFCM II Managing Members"). Each of PFCM II and the PFCM II Managing Members, in their respective capacities with respect to PFCM II, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PFC II, and each disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein.
F7 1/3rd of the shares subject to the option will vest on June 20, 2025, and the balance will vest in equal monthly installments thereafter over the next 24 months, subject in each case to the continuous service of the Reporting Person to the Issuer through the applicable vesting date.