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Filing Details

Accession Number:: 0000899243-21-019166
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-05-11 13:00:00
Reporting Period:: 2021-05-11

Accepted Time:: 2021-05-11 20:29:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1827506	Talaris Therapeutics Inc.	TALS	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1253886	G Patrick Enright	2740 Sand Hill Road, 2Nd Floor Menlo Park CA 94025	No	No	Yes	No
1431159	Juliet Bakker Tammenoms	2740 Sand Hill Road, 2Nd Floor Menlo Park CA 94025	No	No	Yes	No
1674099	Longitude Venture Partners Iii, L.p.	2740 Sand Hill Road, 2Nd Floor Menlo Park CA 94025	No	No	Yes	No
1713663	Longitude Capital Partners Iii, Llc	C/O Longitude Capital Partners Iii, Llc 2740 Sand Hill Road, 2Nd Floor Menlo Park CA 94025	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-05-11	2,985,775	$0.00	2,985,775	No	4	C	Indirect	By Longitude Venture Partners III, L.P.
Common Stock	Acquisiton	2021-05-11	235,000	$17.00	3,220,775	No	4	P	Indirect	By Longitude Venture Partners III, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Longitude Venture Partners III, L.P.
No	4	P	Indirect	By Longitude Venture Partners III, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2021-05-11	1,308,410	$0.00	1,308,410	$0.00
Common Stock	Series A-1 Preferred Stock	Disposition	2021-05-11	1,271,027	$0.00	1,271,027	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-05-11	406,338	$0.00	406,338	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Each share of Series A Preferred Stock converted into common stock on a 1-for-5.35 basis automatically upon the closing of the Issuer's initial public offering. Each share of Series A-1 Preferred Stock converted into common stock on a 1-for-5.35 basis automatically upon the closing of the Issuer's initial public offering. Each share of Series B Preferred Stock converted into common stock on a 1-for-5.35 basis automatically upon the closing of the Issuer's initial public offering. The Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock had no expiration date.
These shares are held by Longitude Venture Partners III, L.P ("LVP III"). Longitude Capital Partners III, LLC ("LCP III") is the general partner of LVP III and may be deemed to have voting and investment power over the shares held by LVP III. Patrick G. Enright and Juliet Tammenoms Bakker are managing members of LCP III and may be deemed to share voting and investment power with respect to the shares held by LVP III. Each of LCP III, Mr. Enright and Ms. Tammenoms Bakker disclaims beneficial ownership of such shares and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
On May 11, 2021, LVP III purchased 235,000 shares of Common Stock of the Issuer at a price of $17.00 per share pursuant to an underwritten public offering.