0001209191-23-006998.txt : 20230203 0001209191-23-006998.hdr.sgml : 20230203 20230203170120 ACCESSION NUMBER: 0001209191-23-006998 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230201 FILED AS OF DATE: 20230203 DATE AS OF CHANGE: 20230203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Requadt Scott CENTRAL INDEX KEY: 0001664852 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40384 FILM NUMBER: 23587002 MAIL ADDRESS: STREET 1: 101 MAIN STREET, SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Talaris Therapeutics, Inc. CENTRAL INDEX KEY: 0001827506 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 570 PRESTON ST. STREET 2: SUITE 400 CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 502-398-9250 MAIL ADDRESS: STREET 1: 93 WORCESTER STREET CITY: WELLESLEY STATE: MA ZIP: 02481 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-02-01 0 0001827506 Talaris Therapeutics, Inc. TALS 0001664852 Requadt Scott C/O TALARIS THERAPEUTICS, INC. 93 WORCESTER ST. WELLESLEY MA 02481 1 1 0 0 Chief Executive Officer Common Stock 2022-12-30 2022-12-30 5 A 0 E 4 0.867 A 590193 D Common Stock 449766 I See Footnote Stock Option (Right to Buy) 1.73 2023-02-01 4 A 0 320000 0.00 A 2033-02-01 Common Stock 320000 320000 D Stock Appreciation Right 1.73 2023-02-01 4 A 0 320000 0.00 A 2033-02-01 Common Stock 320000 320000 D These shares were acquired by the reporting individual under the issuer's 2021 Employee Stock Purchase Plan ("ESPP") in a transaction exempt under Rule 16b-3(c). These shares are held by Requadt Family Limited Partnership. The reporting person has voting and dispositive power over the shares beneficially owned by Requadt Family Limited Partnership. The shares underlying this option shall vest as follows: one-third on August 1, 2023 and the remaining two-thirds on August 1, 2024. Each Time Vested Stock Appreciation Right ("TV SAR") represents the right to receive either, (i) the largest whole number of shares of stock with a value closest to, but not in excess of, the product of the increase in fair market value of one share of common stock from the date of grant of the TV SAR to the date of exercise of the TV SAR, multiplied by the number of shares of common stock underlying the TV SAR that is being exercised, or (ii) the Company may elect to make cash payment measured by the increase in the fair market value of one share of common stock from the date of grant of the TV SAR to the date of exercise of the TVSAR. One-third of the TV SAR awards will vest on August 1, 2023 and the remaining two-thirds will vest on August 1, 2024. The TV SAR awards expire on February 1, 2033 and have an exercise price of $1.73 per share, the closing price of the common stock on the grant date. /s/ Mary Kay Fenton, attorney-in-fact 2023-02-03