0001415889-24-017975.txt : 20240624 0001415889-24-017975.hdr.sgml : 20240624 20240624162723 ACCESSION NUMBER: 0001415889-24-017975 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240620 FILED AS OF DATE: 20240624 DATE AS OF CHANGE: 20240624 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCGUIRE TERRANCE CENTRAL INDEX KEY: 0001117003 ORGANIZATION NAME: STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38537 FILM NUMBER: 241064664 MAIL ADDRESS: STREET 1: C/O POLARIS VENTURE PARTNERS LP STREET 2: 1000 WINTER STREET, SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tectonic Therapeutic, Inc. CENTRAL INDEX KEY: 0001681087 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 810710585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 490 ARSENAL WAY STREET 2: SUITE 210 CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: (339) 666-3320 MAIL ADDRESS: STREET 1: 490 ARSENAL WAY STREET 2: SUITE 210 CITY: WATERTOWN STATE: MA ZIP: 02472 FORMER COMPANY: FORMER CONFORMED NAME: AVROBIO, Inc. DATE OF NAME CHANGE: 20180131 FORMER COMPANY: FORMER CONFORMED NAME: AvroBio, Inc. DATE OF NAME CHANGE: 20160729 4 1 form4-06242024_080618.xml X0508 4 2024-06-20 0001681087 Tectonic Therapeutic, Inc. TECX 0001117003 MCGUIRE TERRANCE C/O TECTONIC THERAPEUTIC, INC. 490 ARSENAL WAY, SUITE 210 WATERTOWN MA 02472 true false false false 0 Common Stock 2024-06-20 4 A 0 1073062 A 1073062 I See Footnote Common Stock 2024-06-20 4 A 0 20262 A 20262 I See Footnote Common Stock 2024-06-20 4 A 0 64652 A 64652 I See Footnote Stock Option (Right to Buy) 16.80 2024-06-20 4 A 0 11760 0 A 2034-06-19 Common Stock 11760 11760 D Received in exchange for 2,007,902 shares of common stock of Tectonic Therapeutic, Inc., a Delaware corporation ("Tectonic"), pursuant to an Agreement and Plan of Merger dated as of January 30, 2024 (the "Merger Agreement") by and among AVROBIO, Inc., a Delaware corporation ("AVROBIO"), Tectonic and Alpine Merger Subsidiary, Inc., a direct, wholly owned subsidiary of AVROBIO (the "Merger Sub"). Under the terms of the Merger Agreement, on June 20, 2024, Merger Sub merged with and into Tectonic (the "Merger"), with Tectonic surviving the Merger as a wholly owned subsidiary of AVROBIO. Upon the closing of the Merger, each share of Tectonic common stock was converted into the right to receive 0.534419990 shares of the Issuer's common stock, after giving effect to a reverse stock split of the Issuer's common stock of 1-for-12. Subsequent to the Merger, the name of the Issuer was changed from AVROBIO, Inc. to Tectonic Therapeutic, Inc. The reportable securities are owned directly by Polaris Partners IX, L.P. ("PP IX"). Polaris Partners GP IX, L.L.C. ("PP GP IX") is the general partner of PP IX. Each of David Barrett, Brian Chee, Amir Nashat and Amy Schulman are the managing members of PP GP IX (collectively, the "PP IX GP Managing Members"), and the Reporting Person, a member of the Issuer's board of directors, holds an interest in PP GP IX. Each of PP GP IX, the PP IX GP Managing Members and the Reporting Person, in their respective capacities with respect to PP GP IX, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PP IX, and each disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein. Received in exchange for 37,914 shares of common stock of Tectonic on the same terms and conditions as set forth in footnote (1) herein. The reportable securities are owned directly by Polaris Founders Capital I, LP. ("PFC I"). Polaris Founders Capital Management Co. I, L.L.C. ("PFCM I") is the general partner of PFC I. Each of the Reporting Person, a member of the Issuer's board of directors, and Jonathan Flint are the managing members of PFCM I (the "PFCM I Managing Members"). Each of PFCM I and the PFCM I Managing Members, in their respective capacities with respect to PFCM I, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PFC I, and each disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein. Received in exchange for 120,976 shares of common stock of Tectonic on the same terms and conditions as set forth in footnote (1) herein. The reportable securities are owned directly by Polaris Founders Capital II, LP. ("PFC II"). Polaris Founders Capital Management Co. I, L.L.C. ("PFCM II") is the general partner of PFC II. Each of the Reporting Person, a member of the Issuer's board of directors, and Jonathan Flint are the managing members of PFCM II (the "PFCM II Managing Members"). Each of PFCM II and the PFCM II Managing Members, in their respective capacities with respect to PFCM II, may be deemed to have shared voting, investment and dispositive power with respect to the securities held by PFC II, and each disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interests therein. 1/3rd of the shares subject to the option will vest on June 20, 2025, and the balance will vest in equal monthly installments thereafter over the next 24 months, subject in each case to the continuous service of the Reporting Person to the Issuer through the applicable vesting date. /s/ Daniel Lochner, Attorney-in-Fact 2024-06-24