0001415889-24-017964.txt : 20240624 0001415889-24-017964.hdr.sgml : 20240624 20240624162231 ACCESSION NUMBER: 0001415889-24-017964 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: Ruddy Marcella K. CENTRAL INDEX KEY: 0002023849 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38537 FILM NUMBER: 241064567 MAIL ADDRESS: STREET 1: C/O TECTONIC THERAPEUTIC, INC. STREET 2: 490 ARSENAL WAY, SUITE 210 CITY: WATERTOWN STATE: MA ZIP: 02472 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_080626.xml X0508 4 2024-06-20 0001681087 Tectonic Therapeutic, Inc. TECX 0002023849 Ruddy Marcella K. C/O TECTONIC THERAPEUTIC, INC. 490 ARSENAL WAY, SUITE 210 WATERTOWN MA 02472 false true false false Chief Medical Officer 0 Common Stock 2024-06-20 4 A 0 32065 A 32065 D Employee Stock Option (Right to Buy) 2.38 2024-06-20 4 A 0 43946 A 2031-09-16 Common Stock 43946 43946 D Employee Stock Option (Right to Buy) 5.38 2024-06-20 4 A 0 18704 A 2033-11-30 Common Stock 18704 18704 D Employee Stock Option (Right to Buy) 16.80 2024-06-20 4 A 0 81700 0 A 2034-06-19 Common Stock 81700 81700 D Received in exchange for 60,000 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. Upon the closing of the Merger, each outstanding option to purchase shares of Tectonic common stock was assumed by the Issuer and converted into an option to purchase the Issuer's common stock, on the same terms and conditions as were applicable to such Tectonic stock option prior to the Merger, as adjusted for the exchange ratio and the reverse stock split. 23,360 of the shares subject to the option are immediately exercisable and the remainder vest in 13 equal monthly installments beginning on July 19, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date. Received in exchange for a stock option to acquire 82,233 shares of Tectonic common stock pursuant to the Merger Agreement. The shares subject to the option vest in 48 equal monthly installments beginning on December 1, 2023, subject to the Reporting Person's continued service to the Issuer on each such vesting date Received in exchange for a stock option to acquire 35,000 shares of Tectonic common stock pursuant to the Merger Agreement. The shares subject to the option vest as to 25% of the shares on June 20, 2025 with the remainder vesting in the following 36 equal monthly installments, subject to the Reporting Person's continued service on each such vesting date /s/ Daniel Lochner, Attorney-in-Fact 2024-06-24