Form 4 for KLRS Kalaris Therapeutics, Inc.

Accepted 2025-03-18 00:00:00 ET · period of report 2025-03-18 · accession 0000950170-25-041496 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2025-03-18	2025-03-18	KLRS	PATEL SAMIR CHANDRAKANT	Dir	A - Grant	—	+100.8K	100.8K	New	—
D	2025-03-18	2025-03-18	KLRS	PATEL SAMIR CHANDRAKANT	Dir	A - Grant	—	+252.0K	252.0K	New	—
D	2025-03-18	2025-03-18	KLRS	PATEL SAMIR CHANDRAKANT	Dir	A - Grant	—	+105.9K	105.9K	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2025-03-18	A	A	100,800	—	100,800	I	—	—	(F1) Shares issued upon closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2024 (the "Merger Agreement"), by and among the Issuer, Aurora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and Kalaris Tx, Inc. (previously named Kalaris Therapeutics, Inc.), a Delaware corporation ("KTx"), in exchange for outstanding shares of KTx pursuant to the terms and conditions of the Merger Agreement (such, transaction, the "Merger"). (F2) Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, each share of KTx common stock was converted into and became exchangeable for the right to receive 0.2016 shares of common stock of the Issuer (the "Exchange Ratio") and each outstanding option to purchase shares of KTx common stock, whether or not vested, was converted into an option to acquire shares of common stock of the Issuer, with necessary adjustments to the number of shares and exercise price to reflect the Exchange Ratio, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger.
2	Common	Common Stock	2025-03-18	A	A	252,000	—	252,000	D See footnote	—	—	(F1) Shares issued upon closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2024 (the "Merger Agreement"), by and among the Issuer, Aurora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and Kalaris Tx, Inc. (previously named Kalaris Therapeutics, Inc.), a Delaware corporation ("KTx"), in exchange for outstanding shares of KTx pursuant to the terms and conditions of the Merger Agreement (such, transaction, the "Merger"). (F2) Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, each share of KTx common stock was converted into and became exchangeable for the right to receive 0.2016 shares of common stock of the Issuer (the "Exchange Ratio") and each outstanding option to purchase shares of KTx common stock, whether or not vested, was converted into an option to acquire shares of common stock of the Issuer, with necessary adjustments to the number of shares and exercise price to reflect the Exchange Ratio, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger. (F3) These securities are held directly by S&S New Hampshire Trust (the "S&S Shares") for the benefit of the reporting person's children. The reporting person may be deemed to have beneficial ownership over the S&S Shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3	Derivative	Stock Option (right to buy)	2025-03-18	A	A	105,913	—	105,913	D	$0.85 · — to 2034-05-27	105,913 Common Stock	(F4) Stock option assumed in connection with the closing of the Merger, in exchange for an outstanding option to purchase shares of KTx pursuant to the terms and conditions of the Merger Agreement. (F2) Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, each share of KTx common stock was converted into and became exchangeable for the right to receive 0.2016 shares of common stock of the Issuer (the "Exchange Ratio") and each outstanding option to purchase shares of KTx common stock, whether or not vested, was converted into an option to acquire shares of common stock of the Issuer, with necessary adjustments to the number of shares and exercise price to reflect the Exchange Ratio, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger. (F5) This option vests over four years beginning on the vesting commencement date of October 1, 2023, with 1/48th the shares underlying the option vesting at the end of each successive one-month period thereafter.