Amended Statement of Changes in Beneficial Ownership (4/a)
September 13 2022 - 04:28PM
Edgar (US Regulatory)
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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
|
|
| 1. Name
and Address of Reporting Person * Nader Francois |
2. Issuer Name and Ticker or Trading
Symbol Talaris Therapeutics, Inc. [ TALS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
C/O TALARIS THERAPEUTICS, INC., 93 WORCESTER
STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/19/2022
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|
(Street)
WELLESLEY, MA 02481
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
7/25/2022
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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 |
7/19/2022 |
|
P |
|
50000 |
A |
$3.52 (1) |
50000 |
D |
|
|
Common Stock |
7/20/2022 |
|
P |
|
52000 |
A |
$3.62 (2) |
102000 |
D |
|
|
Common Stock |
7/21/2022 |
|
J(3) |
V |
248432 |
D |
$0.00 |
147255 (8) |
I |
By Francois Nader 2020 Trust (4) |
|
Common Stock |
7/21/2022 |
|
J(3) |
V |
248432 |
A |
$0.00 |
248432 |
I |
By FN TALS LLC (5) |
|
Common Stock |
7/21/2022 |
|
P |
|
36500 |
A |
$3.72 (6) |
138500 |
D |
|
|
Common Stock |
7/25/2022 |
|
J(7) |
V |
138500 |
D |
$0.00 |
0 |
D |
|
|
Common Stock |
7/25/2022 |
|
J(7) |
V |
138500 |
A |
$0.00 |
386932 |
I |
By FN TALS LLC (5) |
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) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $3.38 to $3.64,
inclusive. The Reporting Person undertakes to provide to the
Issuer, any security holder of the Issuer or the staff of the
Securities and Exchange Commission, upon request, full information
regarding the number of shares purchased at each separate price
within the range set forth in this footnote. |
| (2) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $3.51 to $3.66,
inclusive. The Reporting Person undertakes to provide to the
Issuer, any security holder of the Issuer or the staff of the
Securities and Exchange Commission, upon request, full information
regarding the number of shares purchased at each separate price
within the range set forth in this footnote. |
| (3) |
Represents the transfer of
shares held by the Francois Nader 2020 Trust to FN TALS LLC for no
consideration. |
| (4) |
These shares are held in a
trust for the benefit of the Reporting Person's spouse and child.
The Reporting Person''s spouse and child are trustees 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. |
| (5) |
These shares are held by a
limited liability company of which the Reporting Person serves as
the sole member, with sole voting and investment control over the
securities held thereby. 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. |
| (6) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $3.595 to $3.89,
inclusive. The Reporting Person undertakes to provide to the
Issuer, any security holder of the Issuer or the staff of the
Securities and Exchange Commission, upon request, full information
regarding the number of shares purchased at each separate price
within the range set forth in this footnote. |
| (7) |
Represents the transfer of
shares held by the Reporting Person to FN TALS LLC for no
consideration. |
| (8) |
This amendment is being
filed solely to correct the number of shares reported by the
Francois Nader 2020 Trust, which was incorrectly reported due to an
administrative error. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Nader Francois
C/O TALARIS THERAPEUTICS, INC.
93 WORCESTER STREET
WELLESLEY, MA 02481 |
X |
|
|
|
Signatures
|
|
/s/ Mary Kay Fenton,
attorney-in-fact |
|
9/13/2022 |
| **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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