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Filing Details

Accession Number:: 0001209191-22-050938
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-09-21 18:00:31
Reporting Period:: 2022-09-19

Accepted Time:: 2022-09-21 18:00:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1923840	Third Harmonic Bio Inc.	THRD	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022		Yes	No	Yes	No
1760648	Orbimed Capital Gp Vii Llc	601 Lexington Avenue, 54Th Floor New York NY 10022		Yes	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	2022-09-19	5,479,071	$0.00	5,479,071	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2022-09-19	300,000	$17.00	5,779,071	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-2 Preferred Stock	Disposition	2022-09-19	8,593,750	$0.00	3,804,228	$0.00
Common Stock	Series A-3 Preferred Stock	Disposition	2022-09-19	2,441,407	$0.00	1,080,747	$0.00
Common Stock	Series B Preferred Stock	Disposition	2022-09-19	1,342,065	$0.00	594,096	$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 the Issuer's Series A-2 Preferred Stock, Series A-3 Preferred Stock, and Series B Preferred Stock automatically converted into the number of shares of the Issuer's Common Stock based on a 1 to 2.259 reverse stock conversion ratio immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
This report on Form 4 is jointly filed by OrbiMed Capital GP VII LLC ("OrbiMed GP VII") and OrbiMed Advisors LLC ("OrbiMed Advisors"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1 (a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, David Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
These securities are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed GP VII is the general partner of OPI VII and OrbiMed Advisors is the managing member of OrbiMed GP VII. By virtue of such relationships, OrbiMed GP VII and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.