Blackstone Inc. — Director's Dealing 2021

May 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Talaris Therapeutics, Inc. (TALS)
CIK: 0001827506
Period of Report: 2021-05-11

Reporting Person: Clarus Lifesciences III, L.P. (10% Owner)
Reporting Person: Clarus Ventures III GP, L.P. (10% Owner)
Reporting Person: Blackstone Clarus III L.L.C. (10% Owner)
Reporting Person: Blackstone Clarus GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings I L.P. (10% Owner)
Reporting Person: Blackstone Holdings II L.P. (10% Owner)
Reporting Person: Blackstone Holdings I/II GP L.L.C. (10% Owner)
Reporting Person: Blackstone Group Inc (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-11	Common Stock	C	4859812	—	Acquired	4859812	Indirect
2021-05-11	Common Stock	C	690150	—	Acquired	690150	Indirect
2021-05-11	Common Stock	C	276060	—	Acquired	276060	Indirect
2021-05-11	Common Stock	C	557546	—	Acquired	557546	Indirect
2021-05-11	Common Stock	C	363433	—	Acquired	363433	Indirect
2021-05-11	Common Stock	C	670347	—	Acquired	670347	Indirect
2021-05-11	Common Stock	C	134047	—	Acquired	134047	Indirect
2021-05-11	Common Stock	C	130236	—	Acquired	820386	Indirect
2021-05-11	Common Stock	C	52094	—	Acquired	328154	Indirect
2021-05-11	Common Stock	C	105213	—	Acquired	662759	Indirect
2021-05-11	Common Stock	C	68582	—	Acquired	432015	Indirect
2021-05-11	Common Stock	C	126499	—	Acquired	796846	Indirect
2021-05-11	Common Stock	C	25296	—	Acquired	159343	Indirect
2021-05-11	Common Stock	P	15918	$17.00	Acquired	4875730	Indirect
2021-05-11	Common Stock	P	3611	$17.00	Acquired	823997	Indirect
2021-05-11	Common Stock	P	1444	$17.00	Acquired	329598	Indirect
2021-05-11	Common Stock	P	2917	$17.00	Acquired	665676	Indirect
2021-05-11	Common Stock	P	1902	$17.00	Acquired	433917	Indirect
2021-05-11	Common Stock	P	3507	$17.00	Acquired	800353	Indirect
2021-05-11	Common Stock	P	701	$17.00	Acquired	160044	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-11	Series A Convertible Preferred Stock	$	C	26000000	Disposed		Common Stock (4859812)	Indirect
2021-05-11	Series A-1 Convertible Preferred Stock	$	C	3692307	Disposed		Common Stock (690150)	Indirect
2021-05-11	Series A-1 Convertible Preferred Stock	$	C	1476924	Disposed		Common Stock (276060)	Indirect
2021-05-11	Series A-1 Convertible Preferred Stock	$	C	2982874	Disposed		Common Stock (557546)	Indirect
2021-05-11	Series A-1 Convertible Preferred Stock	$	C	1944371	Disposed		Common Stock (363433)	Indirect
2021-05-11	Series A-1 Convertible Preferred Stock	$	C	3586364	Disposed		Common Stock (670347)	Indirect
2021-05-11	Series A-1 Convertible Preferred Stock	$	C	717160	Disposed		Common Stock (134047)	Indirect
2021-05-11	Series B Convertible Preferred Stock	$	C	696767	Disposed		Common Stock (130236)	Indirect
2021-05-11	Series B Convertible Preferred Stock	$	C	278707	Disposed		Common Stock (52094)	Indirect
2021-05-11	Series B Convertible Preferred Stock	$	C	562891	Disposed		Common Stock (105213)	Indirect
2021-05-11	Series B Convertible Preferred Stock	$	C	366918	Disposed		Common Stock (68582)	Indirect
2021-05-11	Series B Convertible Preferred Stock	$	C	676774	Disposed		Common Stock (126499)	Indirect
2021-05-11	Series B Convertible Preferred Stock	$	C	135334	Disposed		Common Stock (25296)	Indirect

Footnotes

F1: Each share of the Issuer's Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted on a 1-for-5.35 basis into common stock of the Issuer upon the closing of the Issuer's initial public offering.

F2: Reflects securities held directly by Clarus Lifesciences III, L.P. Clarus Ventures III GP, L.P. is the general partner of Clarus Lifesciences III, L.P. Blackstone Clarus III L.L.C. is the general partner of Clarus Ventures III GP, L.P. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P.

F3: Reflects securities held directly by Clarus Defined Exit I, L.P.

F4: Reflects securities held directly by Clarus DE II, L.P.

F5: Reflects securities held directly by Clarus IV-A, L.P.

F6: Reflects securities held directly by Clarus IV-B, L.P.

F7: Reflects securities held directly by Clarus IV-C, L.P.

F8: Reflects securities held directly by Clarus IV-D, L.P.

F9: Clarus Ventures DE GP, L.P. is the general partner of each of Clarus Defined Exit I, L.P. and Clarus DE II, L.P. Blackstone Clarus DE L.L.C. is the general partner of Clarus Ventures DE GP, L.P. The sole member of Blackstone Clarus DE L.L.C. is Blackstone Holdings II L.P.

F10: Clarus IV GP, L.P. is the general partner of each of Clarus IV-A, L.P., Clarus IV-B, L.P., Clarus IV-C, L.P. and Clarus IV-D, L.P. Blackstone Clarus GP L.P. is the general partner of Clarus IV GP, L.P. Blackstone Clarus GP L.L.C. is the general partner of Blackstone Clarus GP L.P. The sole member of Blackstone Clarus GP L.L.C. is Blackstone Holdings I L.P.

F11: The general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Series II preferred stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

F12: Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

F13: Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F14: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.