| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Kulkarni Sandeep Chidambar | CEO, Director | C/O TOURMALINE BIO, INC., 27 WEST 24TH STREET, SUITE 702, NEW YORK | /s/ Brad Middlekauff, Attorney-in-Fact | 28 Oct 2025 | 0001945691 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TRML | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -724,664 | -96% | 30,387 | 28 Oct 2025 | Direct | F1, F2 | ||
| transaction | TRML | Common Stock | Disposed to Issuer | -30,387 | -100% | 0 | 28 Oct 2025 | Direct | F1, F3 | ||
| transaction | TRML | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -7,000 | -100% | 0 | 28 Oct 2025 | By Gilead Capital, LP | F1, F2, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TRML | Employee Stock Option (Right to Buy) | Disposed to Issuer | -503,478 | -100% | 0 | 28 Oct 2025 | Common Stock | 503,478 | $7.90 | Direct | F1, F5 | ||
| transaction | TRML | Employee Stock Option (Right to Buy) | Disposed to Issuer | -254,207 | -100% | 0 | 28 Oct 2025 | Common Stock | 254,207 | $9.46 | Direct | F1, F5 | ||
| transaction | TRML | Employee Stock Option (Right to Buy) | Disposed to Issuer | -226,000 | -100% | 0 | 28 Oct 2025 | Common Stock | 226,000 | $15.54 | Direct | F1, F5 |
Sandeep Chidambar Kulkarni is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 8, 2025, by and among Issuer, Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland ("Parent"), and Torino Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on October 28, 2025, Merger Sub completed a cash tender offer to acquire all of the shares of common stock of the Issuer, par value $0.0001 (the "Shares"), issued and outstanding immediately prior to the effective time of the merger (the "Effective Time"), in exchange for $48.00 in cash per Share, subject to any applicable withholding of taxes (the "Merger Consideration"). |
| F2 | Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for $48.00 in cash per Share. |
| F3 | Pursuant to the terms of the Merger Agreement, each restricted Share outstanding and subject to the Issuer's repurchase right as of immediately prior to the Effective Time became fully vested effective as of immediately prior to the Effective Time, and, by virtue of the merger and net of any applicable withholding taxes, was treated as a Share for all purposes under the terms of the Merger Agreement. |
| F4 | These shares are held by Gilead Capital, LP ("Gilead"). The Reporting Person's spouse is a partner of Gilead and shares voting and investment power with respect to the shares held by Gilead, and therefore the Reporting Person may be deemed an indirect beneficial owner of these shares. This report is not an admission that the Reporting Person is an indirect beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| F5 | Pursuant to the terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such option and (ii) the aggregate number of Shares issuable upon exercise of such option or portion thereof, subject to any applicable withholding of taxes. |