Statement of Changes in Beneficial Ownership (4)
August 23 2022 - 07:44PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Ildstad Suzanne |
2. Issuer Name and Ticker or Trading
Symbol Talaris Therapeutics, Inc. [ TALS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Scientific Officer |
(Last)
(First)
(Middle)
C/O TALARIS THERAPEUTICS, INC., 570 S. PRESTON
STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/22/2022
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(Street)
LOUISVILLE, KY 40202
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
8/22/2022 |
|
S |
|
525000 |
D |
$2.80 |
3081446 |
D |
|
Common Stock |
|
|
|
|
|
|
|
1200000 |
I |
By GRAT |
Common Stock |
|
|
|
|
|
|
|
654205 |
I |
See Footnote (1) |
Common Stock |
|
|
|
|
|
|
|
654205 |
I |
See Footnote (2) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
These shares are held in a
trust for the benefit of the Reporting Person's son. The Reporting
Person's son is co-trustee of the trust. The Reporting Person
disclaims beneficial ownership of these securities, and the filing
of this report is not an admission that the Reporting Person is the
beneficial owner of these securities for purposes of Section 16 or
for any other purpose. |
(2) |
These shares are held in a
trust for the benefit of the Reporting Person's daughter. The
Reporting Person's daughter is co-trustee of the trust. The
Reporting Person disclaims beneficial ownership of these
securities, and the filing of this report is not an admission that
the Reporting Person is the beneficial owner of these securities
for purposes of Section 16 or for any other purpose. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Ildstad Suzanne
C/O TALARIS THERAPEUTICS, INC.
570 S. PRESTON STREET
LOUISVILLE, KY 40202 |
|
|
Chief Scientific Officer |
|
Signatures
|
/s/ Mary Kay Fenton,
attorney-in-fact |
|
8/23/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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