10/24/2025 | Press release | Distributed by Public on 10/24/2025 15:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $7.9 | 10/22/2025 | M | 25,316 | (2) | 06/17/2033 | Common Stock | 25,316 | $ 0 | 503,478 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kulkarni Sandeep Chidambar C/O TOURMALINE BIO, INC. 27 WEST 24TH STREET, SUITE 702 NEW YORK, NY 10010 |
X | CEO | ||
| /s/ Brad Middlekauff, Attorney-in-Fact | 10/24/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These shares are held by Gilead Capital, LP ("Gilead"). The Reporting Person's spouse is a partner of Gilead and shares voting and investment power with respect to the shares held by Gilead, and therefore the Reporting Person may be deemed an indirect beneficial owner of these shares. This report is not an admission that the Reporting Person is an indirect beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| (2) | The shares subject to the option vested as to 25% of the shares on June 14, 2024 with the remainder vesting in the following 36 equal monthly installments, subject to the Reporting Person's continued service on each such vesting date. |