Tourmaline Bio, Inc. — Director's Dealing 2021

May 12, 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: Agarwala Sandip (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-11	Common Stock	C	2985775	—	Acquired	2985775	Indirect
2021-05-11	Common Stock	P	235000	$17.00	Acquired	3220775	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-11	Series A Preferred Stock	$	C	1308410	Disposed		Common Stock (1308410)	Indirect
2021-05-11	Series A-1 Preferred Stock	$	C	1271027	Disposed		Common Stock (1271027)	Indirect
2021-05-11	Series B Preferred Stock	$	C	406338	Disposed		Common Stock (406338)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Series A-1 Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. Each share of Series B Preferred Stock is convertible into common stock on a 1-for-5.35 basis into the number of shares of common stock shown in column 3 at any time at the holder's election and 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 have no expiration date.

F2: 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. The Reporting Person is a member of LCP III and may be deemed to share voting and investment power with respect to these securities. The Reporting Person disclaims beneficial ownership of such shares and this report shall not be deemed an admission that the Reporting Person 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.

F3: 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.